Edgar Filing: SCOTTS COMPANY

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. )

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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

The Scotts Company
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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[THE SCOTTS COMPANY LOGO]

THE SCOTTS COMPANY
PROXY STATEMENT FOR 2004 ANNUAL MEETING OF SHAREHOLDERS

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[THE SCOTTS COMPANY LOGO]

THE SCOTTS COMPANY
14111 SCOTTSLAWN ROAD
MARYSVILLE, OHIO 43041

December 15, 2003

Dear Fellow Shareholders:

The Annual Meeting of Shareholders of The Scotts Company will be held at
10:00 a.m., local time, on Thursday, January 29, 2004, at The Berger Learning
Center, 14111 Scottslawn Road, Marysville, Ohio 43041. The enclosed Notice of
Annual Meeting of Shareholders and Proxy Statement contain detailed information
about the business to be transacted at the Annual Meeting.

The Board of Directors has nominated four directors, each for a term to
expire at the 2007 Annual Meeting. The Board of Directors recommends that you
vote FOR each of the nominees.

On behalf of the Board of Directors and management, we cordially invite you
to attend the Annual Meeting. Whether or not you plan to attend the Annual
Meeting, please record your vote on the enclosed proxy card and return it
promptly in the enclosed postage-paid envelope. Alternatively, if you are a
registered shareholder, you may transmit voting instructions for your common
shares electronically via the Internet or telephonically in accordance with the
instructions on your proxy card.

Sincerely,

/s/ James Hagedorn
JAMES HAGEDORN
President, Chief Executive Officer
and Chairman of the Board

[THE SCOTTS COMPANY LOGO]
THE SCOTTS COMPANY
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, JANUARY 29, 2004
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of The
Scotts Company will be held at The Berger Learning Center, 14111 Scottslawn
Road, Marysville, Ohio 43041, on Thursday, January 29, 2004, at 10:00 a.m.,
local time, for the following purposes:

1. To elect four directors, each for a term of three years to expire
at the 2007 Annual Meeting.

2. To transact such other business as may properly come before the
Annual Meeting or any adjournment.

The close of business on December 5, 2003, has been fixed by the Board of
Directors of the Company as the record date for determining the shareholders
entitled to receive notice of, and to vote at, the Annual Meeting.

You are cordially invited to attend the Annual Meeting. Whether or not you
plan to attend the Annual Meeting, you may ensure your representation by
completing, signing, dating and promptly returning the enclosed proxy card. A
return envelope, which requires no postage if mailed in the United States, has
been provided for your use. Alternatively, if you are a registered shareholder,
you may ensure your common shares are voted at the Annual Meeting by submitting
your voting instructions electronically via the Internet or telephonically.
Please see the Proxy Statement and proxy card for details about electronic
voting. Voting your common shares by the enclosed proxy card, or electronically
through the Internet or by telephone, does not affect your right to vote in
person if you attend the Annual Meeting.

By Order of the Board of Directors,

/s/ David M. Aronowitz
DAVID M. ARONOWITZ
Executive Vice President, General
Counsel and Secretary

14111 Scottslawn Road
Marysville, Ohio 43041
December 15, 2003

[THE SCOTTS COMPANY LOGO]

THE SCOTTS COMPANY
14111 SCOTTSLAWN ROAD
MARYSVILLE, OHIO 43041

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS
THURSDAY, JANUARY 29, 2004

This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of The Scotts Company (the "Company") of
proxies for use at the Annual Meeting of Shareholders to be held at The Berger
Learning Center, 14111 Scottslawn Road, Marysville, Ohio 43041, on Thursday,
January 29, 2004, at 10:00 a.m., local time, or any adjournment. This Proxy
Statement and the accompanying proxy were first sent or given to shareholders on
or about December 19, 2003. Only holders of record of the Company's common
shares on December 5, 2003 will be entitled to receive notice of and to vote at
the Annual Meeting. As of December 5, 2003, there were 32,246,606 common shares
outstanding. Each common share entitles the holder thereof to one vote. There
are no cumulative voting rights in the election of directors. A quorum for the
Annual Meeting is a majority of the outstanding common shares.

A proxy card for use at the Annual Meeting is enclosed. You may ensure your
representation by completing, signing, dating and promptly returning the
enclosed proxy card. A return envelope, which requires no postage if mailed in
the United States, has been provided for your use. Alternatively, shareholders
holding common shares registered directly with the Company's transfer agent,
National City Bank, may transmit their voting instructions electronically via
the Internet or by using the toll-free telephone number stated on the proxy
card. The deadline for transmitting voting instructions electronically via the
Internet or telephonically is 11:59 p.m., local time in Marysville, Ohio, on
January 28, 2004. The Internet and telephone voting procedures are designed to
authenticate shareholders' identities, to allow shareholders to give their
voting instructions and to confirm that shareholders' voting instructions have
been properly recorded. Shareholders providing voting instructions through the
Internet should understand that there may be costs associated with electronic
access, such as usage charges from Internet access providers and telephone
companies, that will be borne by such shareholders. Shareholders holding common
shares in "street name" with a broker, bank or other holder of record should
review the information provided to them by such holder of record. This
information will set forth the procedures to be followed in instructing the
holder of record how to vote the "street name" common shares and how to revoke
previously given instructions.

You may revoke your proxy at any time before it is actually voted at the
Annual Meeting by giving written notice of revocation to the Secretary of the
Company, by executing and returning to the Company a later-dated proxy card, by
voting in person at the Annual Meeting (but only if you are the registered
shareholder), or by submitting later-dated electronic voting instructions
through the Internet or by telephone. Attending the Annual Meeting does not, in
itself, revoke a previously appointed proxy.

Solicitation of proxies may be made by mail, personal interview, telephone,
facsimile or telegraph by directors, officers and regular employees of the
Company, none of whom will receive additional compensation for such solicitation
activities. Other than the Internet access and telephone usage charges described
above, all proxy solicitation costs will be borne by the Company. The Company
will reimburse its transfer agent, banks, brokers and other custodians, nominees
and fiduciaries for their reasonable costs in sending proxy materials to
shareholders.

If a shareholder is a participant in The Scotts Company Retirement Savings
Plan (the "RSP") and common share units have been allocated to such individual's
account in the RSP, the shareholder is entitled to instruct the trustee of the
RSP how to vote the common shares represented by those units. These shareholders
may receive their proxy cards separately. If no instructions are given by a
participant to the trustee of the RSP, the trustee will not vote those common
shares.

The results of shareholder voting will be tabulated by the inspectors of
election appointed for the Annual Meeting. Common shares represented by properly
executed proxies returned to the Company prior to the Annual Meeting or
represented by properly authenticated electronic voting instructions recorded
through the Internet or by telephone will be counted toward the establishment of
a quorum for the Annual Meeting even though they are marked "Withhold All" or
"For All Except" or are not marked at all. Broker/dealers who hold common shares
in street name may, under the applicable rules of the exchange and other
self-regulatory organizations of which the broker/dealers are members, sign and
submit proxies for such common shares and may vote such common shares on routine
matters such as the election of directors, but broker/dealers may not vote such
common shares on non-routine matters without specific instructions from the
customer who owns such common shares. Proxies that are signed and submitted by
broker/dealers that have not been voted on certain matters as described in the
previous sentence are referred to as broker non-votes. Broker non-votes count
toward the establishment of a quorum for the Annual Meeting.

Those common shares represented by properly executed proxies, or properly
authenticated voting instructions recorded electronically through the Internet
or by telephone, that are received prior to the Annual Meeting and not revoked,
will be voted as directed by the shareholder. All valid proxies received prior
to the Annual Meeting which do not specify how common shares should be voted
will be voted FOR the election as directors of the nominees listed below under
"PROPOSAL NUMBER 1 -- ELECTION OF DIRECTORS".

BENEFICIAL OWNERSHIP OF SECURITIES OF THE COMPANY

The common shares are the Company's only outstanding class of voting
securities. The following table furnishes, as of November 24, 2003 (except as
otherwise noted), certain information as to the common shares beneficially owned
by each of the current directors and nominees for the office of director of the
Company, by each of the individuals named in the Summary Compensation Table and
by all current directors and executive officers of the Company as a group, as
well as by the only persons known to the Company to beneficially own more than
5% of the outstanding common shares.

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)
------------------------------------------------------------------
COMMON SHARES WHICH
CAN BE ACQUIRED
UPON EXERCISE OF
COMMON SHARES COMMON SHARE OPTIONS EXERCISABLE PERCENT OF
NAME OF BENEFICIAL OWNER PRESENTLY HELD EQUIVALENTS(2) WITHIN 60 DAYS TOTAL CLASS(2)(3)
------------------------ -------------- -------------- ------------------- ---------- -----------

Mark R. Baker(4)......... 0 0 0 0 (5)
Lynn J. Beasley.......... 0 781 5,500 6,281 (5)
Robert F. Bernstock(6)... 0 0 0 0 (5)
Gordon F. Brunner........ 170 0 0 170 (5)
Arnold W. Donald......... 1,000 697 21,000 22,697 (5)
Michel J. Farkouh(6)..... 0 0 0 0 (5)
Joseph P. Flannery....... 2,000 0 48,000 50,000 (5)
James Hagedorn(6)........ 10,964,605(7) 3,133 380,000 11,347,738 34.80%
Albert E. Harris(8)...... 2,000(9) 715 36,000 38,715 (5)
Michael P. Kelty(6)...... 38,709(10) 0 54,000 92,709 (5)
Katherine Hagedorn
Littlefield............ 10,926,942(11) 0 17,500 10,944,442 33.95%
Karen G. Mills........... 5,000 1,418 54,000 60,418 (5)
Christopher L.
Nagel(6)............... 0 222 10,000 10,222 (5)
Patrick J. Norton........ 5,100(12) 0 100,000 105,100 (5)
Stephanie M. Shern....... 0 0 5,500 5,500 (5)
L. Robert
Stohler(6)(13)......... 0 0 101,000 101,000 (5)
John M. Sullivan......... 1,500 0 49,000 50,500 (5)
John Walker, Ph.D........ 1,100 0 33,500 34,600 (5)
All current directors and
executive officers as a
group (18 persons)..... 11,023,564(14) 12,537 851,000 11,887,101 35.91%
Hagedorn Partnership,
L.P.................... 10,926,942(15) 0 0 10,926,942 33.92%
800 Port Washington Blvd
Port Washington, NY 11050
Capital Group
International,
Inc.(16)............... 1,642,800(17) 0 0 1,642,800 5.10%
11100 Santa Monica Blvd
Los Angeles, CA 90025

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(1) Unless otherwise indicated, the beneficial owner has sole voting and
dispositive power as to all common shares reflected in the table. All
fractional common shares have been rounded to the nearest whole common
share. The mailing address of each of the current executive officers and
directors of the Company is 14111 Scottslawn Road, Marysville, Ohio 43041.

(2) "Common Share Equivalents" figures include common shares attributable to
the named executive officer's account relating to common share units under
The Scotts Company Executive Retirement Plan (the "Executive Retirement
Plan" or "ERP"), and to the named director's account holding stock units
received in lieu of the director's annual cash retainer and any other fees
paid for service as a director under the Company's 1996 Stock Option Plan
("1996 Plan") and the Company's 2003 Stock Option and Incentive Equity Plan
("2003 Plan"), although under the terms of those plans, the named
individual has no voting or dispositive power with respect to the portion
of his or her account

attributed to common shares of the Company. For this reason, these common
share equivalents are not included in the computation of the "Percent of
Class" figures in the table.

(3) The "Percent of Class" computation is based upon the sum of (i) 32,215,456
common shares outstanding on November 24, 2003 and (ii) the number of
common shares as to which the named person has the right to acquire
beneficial ownership upon the exercise of options exercisable within 60
days after November 24, 2003.

(4) Nominee for election as director.

(5) Represents ownership of less than 1% of the outstanding common shares of
the Company.

(6) Individual named in the Summary Compensation Table.

(7) Mr. Hagedorn is a general partner of Hagedorn Partnership, L.P., a Delaware
limited partnership (the "Hagedorn Partnership"), and has shared voting and
dispositive power with respect to the common shares held by the Hagedorn
Partnership and those subject to the right to vote and right of first
refusal in favor of the Hagedorn Partnership. See note (15) below. He holds
13,200 common shares directly, 15,000 common shares are the subject of a
restricted stock grant made to him on November 19, 2003 as to which the
restriction period will end on November 19, 2006 and 9,463 common share
units are allocated to his account and held by the trustee under the RSP.

(8) Mr. Harris intends to retire as a director of the Company effective as of
the date of the Annual Meeting.

(9) Includes 1,000 common shares owned by Mr. Harris' spouse.

(10) Includes 8,127 common shares owned by Dr. Kelty's spouse.

(11) Ms. Littlefield is a general partner and the Chair of the Hagedorn
Partnership and has shared voting and dispositive power with respect to the
common shares held by the Hagedorn Partnership and those subject to the
right to vote and right of first refusal in favor of the Hagedorn
Partnership. See note (15) below.

(12) Includes 100 common shares owned by Mr. Norton's spouse.

(13) Mr. Stohler retired as an executive officer of the Company effective June
30, 2003.

(14) See notes (7) and (9) through (12) above and note (15) below. Also includes
common shares held by the current executive officers other than the
individuals named in the Summary Compensation Table; and common share units
allocated to those executive officers' respective accounts and held by the
trustee under the RSP.

(15) The Hagedorn Partnership owns 10,797,724 common shares of record, and has
the right to vote, and a right of first refusal with respect to 129,218
common shares, the Company's securities received by John Kenlon and his
children pursuant to the Merger Agreement described below. Mr. James
Hagedorn, Ms. Katherine Hagedorn Littlefield, Mr. Paul Hagedorn, Mr. Peter
Hagedorn, Mr. Robert Hagedorn and Ms. Susan Hagedorn are siblings, general
partners of the Hagedorn Partnership and former shareholders of Stern's
Miracle-Gro Products, Inc. ("Miracle-Gro Products"). The general partners
share voting and dispositive power with respect to the securities held by
the Hagedorn Partnership and those subject to the right to vote and right
of first refusal in favor of the Hagedorn Partnership. Mr. James Hagedorn
and Ms. Katherine Hagedorn Littlefield are directors of the Company.
Community Funds, Inc., a New York not-for-profit corporation ("Community
Funds"), is a limited partner of the Hagedorn Partnership.

The Amended and Restated Agreement and Plan of Merger, dated as of May 19,
1995 (the "Merger Agreement"), among the Company, ZYX Corporation,
Miracle-Gro Products, Stern's Nurseries, Inc., Miracle-Gro Lawn Products
Inc., Miracle-Gro Products Limited, the Hagedorn Partnership, the general
partners of the Hagedorn Partnership, Horace Hagedorn, Community Funds and
John Kenlon, as amended by the First Amendment to Amended and Restated
Agreement and Plan of Merger, dated as of October 1, 1999 (the "First
Amendment"), limits the ability of the Hagedorn Partnership, Community
Funds, Horace Hagedorn and John Kenlon (the "Miracle-Gro

Shareholders") to acquire additional voting securities of the Company. See
"-- The Merger Agreement and the First Amendment" below.

(16) All information presented in this table regarding Capital Group
International, Inc. ("CGII") was derived from the Amendment No. 1 to
Schedule 13G, dated February 10, 2003 (the "CGII-CGTC Schedule 13G"), filed
by CGII and Capital Guardian Trust Company ("CGTC") with the Securities and
Exchange Commission ("SEC") to report beneficial ownership of the Company's
common shares as of December 31, 2002.

(17) In the CGII-CGTC Schedule 13G, CGII reported sole voting power with respect
to 1,220,740 common shares and sole dispositive power with respect to
1,642,800 common shares. CGII is the parent holding company of a group of
investment management companies, including CGTC, that hold dispositive
power and, in some cases, voting power over the common shares held in the
accounts of their respective clients. CGII does not have dispositive power
or voting power over the 1,642,800 common shares which it may be deemed to
beneficially own by virtue of Rule 13d-3 under the Securities Exchange Act
of 1934 (the "Exchange Act").

In the CGII-CGTC Schedule 13G, CGTC reported sole voting power with respect
to 1,129,340 common shares and sole dispositive power with respect to
1,551,400 common shares. CGTC is deemed to be the beneficial owner of
1,551,400 common shares as a result of its serving as investment manager of
various institutional accounts.

THE MERGER AGREEMENT AND THE FIRST AMENDMENT

Under the terms of the First Amendment, the Miracle-Gro Shareholders may
not collectively acquire, directly or indirectly, beneficial ownership of Voting
Stock (defined in the Merger Agreement, as amended by the First Amendment, to
mean the common shares and any other securities issued by the Company which are
entitled to vote generally for the election of directors of the Company)
representing more than 49% of the total voting power of the outstanding Voting
Stock, except pursuant to a tender offer for 100% of that total voting power,
which tender offer is made at a price per share which is not less than the
market price per share on the last trading day before the announcement of the
tender offer and is conditioned upon the receipt of at least 50% of the Voting
Stock beneficially owned by shareholders of the Company other than the
Miracle-Gro Shareholders and their affiliates and associates.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Mr. L. Jack Van Fossen, who retired as a director of the Company on July
22, 2003, filed one late Form 4 reporting one transaction involving an option
grant made to him.

Each of Messrs. James Hagedorn, David M. Aronowitz and L. Robert Stohler
(who retired as an executive officer of the Company on June 30, 2003) and Dr.
Michael P. Kelty filed one late Form 4 reporting one transaction involving a
grant of stock appreciation rights ("SARs") made to him.

Mr. Michel Farkouh filed two late Form 4's each reporting one transaction.
One transaction involved the sale of common shares and the other involved a
grant of SARs made to him.

The Hagedorn Partnership made late filings of two Form 4's, in each of
which it reported late one transaction.

Mr. Peter Hagedorn made a late filing of a Form 5 for the fiscal year ended
September 30, 2002, on which he reported two gift transactions, and of two Form
4's, in each of which he reported late one transaction.

Each of Mr. Robert Hagedorn and Ms. Susan Hagedorn made late filings of two
Form 4's, in which each reported late one transaction.

PROPOSAL NUMBER 1

ELECTION OF DIRECTORS

Pursuant to the Code of Regulations of the Company, the Board of Directors
has set the authorized number of directors at 12, divided into three classes
with regular three-year staggered terms. The election of each class of directors
is a separate election. The four Class III directors hold office for terms
expiring at the Annual Meeting, the four Class I directors hold office for terms
expiring in 2005, and the four Class II directors hold office for terms expiring
in 2006.

The Board of Directors proposes that the four nominees identified below be
elected to Class III for a new term to expire at the Annual Meeting of
Shareholders to be held in 2007 and until their successors are duly elected and
qualified, or until their earlier death, resignation or removal. The Board of
Directors has no reason to believe that the nominees will not serve if elected.
If a nominee who would otherwise receive the required number of votes becomes
unavailable or unable to serve as a director, the individuals designated as
proxy holders reserve full discretion to vote the common shares represented by
the proxies they hold for the election of the remaining nominees and for the
election of any substitute nominee designated by the Board of Directors.

The Board of Directors has reviewed, considered and discussed each
director's relationships, either directly or indirectly, with the Company and
its subsidiaries and the compensation each director receives, directly or
indirectly, from the Company and its subsidiaries in order to determine whether
such director qualifies as "independent" for purposes of the applicable sections
of the New York Stock Exchange's Listed Company Manual, and has determined that
the Board has at least a majority of independent directors. The Board of
Directors has determined that each of the following directors has no financial
or personal ties, either directly or indirectly, with the Company or its
subsidiaries (other than director compensation and ownership of common shares as
described in this Proxy Statement) and thus qualifies as independent: Lynn J.
Beasley, Gordon F. Brunner, Arnold W. Donald, Joseph P. Flannery, Albert E.
Harris, Karen G. Mills, Stephanie M. Shern, John M. Sullivan and John Walker,
Ph.D.

The following information with respect to the principal occupation or
employment, other affiliations and business experience during the last five
years of each director or nominee for election as a director, has been furnished
to the Company by each director or nominee. Except where indicated, each
director or nominee has had the same principal occupation for the last five
years.

NOMINEES STANDING FOR ELECTION OR RE-ELECTION TO THE BOARD OF DIRECTORS

CLASS III -- TERMS TO EXPIRE AT THE 2007 ANNUAL MEETING

[MARK R. BAKER PHOTO] Mark R. Baker, age 46, Nominee for Election as a Director of
the Company
Mr. Baker has been President, Chief Executive Officer
and a director of Gander Mountain Company, an outdoor
retailer specializing in hunting, fishing and camping
gear, since September 2002. Prior to his service with
Gander Mountain Company, he was the Executive Vice
President, Merchandising of The Home Depot, Inc., a
leading home improvement retailer, from October 2000.
From June 1999 to October 2000, he served as Group
President and Senior Vice President, Merchandising of
The Home Depot, Inc. From 1997 until 1999, he was
President of the Midwest Division of The Home Depot,
Inc.

[JOSEPH P. FLANNERY Joseph P. Flannery, age 71, Director of the Company since
PHOTO] 1987
Mr. Flannery has been President, Chief Executive Officer
and Chairman of the Board of Directors of Uniroyal Holding,
Inc., an investment management company, since 1986. Mr.
Flannery is also a director of Newmont Mining
Corporation and ArvinMeritor, Inc.
Committee Membership: Compensation and Organization
(Chairman)

[KATHERINE HAGEDORN Katherine Hagedorn Littlefield, age 48, Director of the
LITTLEFIELD PHOTO] Company since 2000
Ms. Littlefield has been a director of the Company since
July 2000. Ms. Littlefield is the Chair of the Hagedorn
Partnership. She is the sister of James Hagedorn, a
director and executive officer of the Company.
Committee Membership: Finance

[PATRICK J. NORTON Patrick J. Norton, age 53, Director of the Company since
PHOTO] 1998
Mr. Norton retired on January 1, 2003, after having
served as Executive Vice President and Chief Financial
Officer of the Company since May 2000 and as interim
Chief Financial Officer from February 2000 to May 2000.
Mr. Norton is also a director of Greif, Inc. Mr. Norton
also serves as an independent director for various
privately-held companies and partnerships, including
Svoboda Collins LLC, and In The Swim, Inc.
Committee Membership: Finance

DIRECTORS CONTINUING IN OFFICE

CLASS I -- TERMS TO EXPIRE AT THE 2005 ANNUAL MEETING

[STEPHANIE M. SHERN Stephanie M. Shern, age 55, Director of the Company since
PHOTO] 2003
Mrs. Shern is the founder of Shern Associates LLC, a
retail consulting and business advisory firm formed in
February 2002. From May 2001 to February 2002, Mrs.
Shern served as the Senior Vice President and Global
Managing Director of Retail and Consumer Products at
Kurt Salmon Associates, a management consulting firm
specializing in retailing and consumer products. From
1995 to April 2001, Mrs. Shern was the Vice Chairman and
Global Director of Retail and Consumer Products for
Ernst & Young LLP, and from April 1998 to April 2000,
she also served as Vice Chairman of Marketing for Ernst
& Young LLP. Mrs. Shern is a CPA and a member of the
American Institute of CPAs and the New York State
Society of CPAs. Mrs. Shern is currently a director of
two other public companies, Nextel Communications, Inc.
and GameStop Corp. Mrs. Shern is also a director of a
privately-held company, Vitamin Shoppe Inc.
Committee Membership: Audit

[JAMES HAGEDORN PHOTO] James Hagedorn, age 48, Chairman of the Board of the Company
since January
2003, Chief Executive Officer of the Company since May
2001, President of the
Company since April 2000, and Director of the Company
since 1995
Mr. Hagedorn was named Chairman of the Board of the
Company in January 2003. He was named President and Chief
Executive Officer of the Company in May 2001. He served
as President and Chief Operating Officer of the Company
from April 2000 to May 2001, and as President, Scotts
North America, of the Company from December 1998 to
April 2000. He was previously Executive Vice President,
U.S. Business Groups, of the Company from October 1996
to December 1998. Mr. Hagedorn is the son of Horace
Hagedorn, Director Emeritus of the Company, and the
brother of Katherine Hagedorn Littlefield, a director of
the Company.
Committee Membership: None at this time

[KAREN G. MILLS PHOTO] Karen G. Mills, age 50, Director of the Company since 1994
Since June 1999, Ms. Mills has been Managing Director
and Founder of Solera Capital, a private equity firm based
in New York. Since January 1993, she has also been
President of MMP Group, Inc., an advisory company
serving leveraged buy-out firms, company owners and
chief executive officers. Ms. Mills is currently a
director of Arrow Electronics, Inc. Ms. Mills is also a
director of Latina Media Ventures and Annie's Homegrown,
Inc., both privately-held companies.
Committee Memberships: Finance; Governance and Nominating
(Chairman)

[JOHN WALKER PHOTO] John Walker, Ph.D., age 63, Director of the Company since
1998
Since September 1994, Dr. Walker has been Chairman of
Advent International plc, Europe, a private equity
management company based in London, England which
manages over $6 billion on a global basis.
Committee Memberships: Finance (Chairman); Governance and
Nominating

CLASS II -- TERMS TO EXPIRE AT THE 2006 ANNUAL MEETING

[ARNOLD W. DONALD PHOTO] Arnold W. Donald, age 48, Director of the Company since 2000
Since March 2000, Mr. Donald has been Chairman of Merisant Company, a seller of
health, nutritional and lifestyle products whose products include leading global
tabletop sweetener brands Equal(R) and Canderel(R). From January 1998 to March 2000,
he was Senior Vice President of Monsanto Company (n/k/a Pharmacia Corporation), with
responsibility for growth, globalization and technology initiatives. He serves as a
director of Crown Cork & Seal Company, Belden Inc., Oil-Dri Corporation of America,
The Laclede Group, Inc., and Carnival Corporation. In 1998, he was appointed by
President Clinton to serve on the President's Export Council for international trade
and appointed by President Bush in November 2002. He is also a member of the Executive
Leadership Council.
Committee Membership: Compensation and Organization

[LYNN J. BEASLEY PHOTO] Lynn J. Beasley, age 46, Director of the Company since 2003
In January 2002, Ms. Beasley was promoted to President and Chief Operating Officer of
R.J. Reynolds Tobacco Company ("RJR Tobacco"), a cigarette manufacturer, after serving
as Executive Vice President -- Marketing since 1997. Ms. Beasley has also been a
director of RJR Tobacco since March 2000. Ms. Beasley is a member of the Senior
Services Board and the Tanglewood Park Foundation Board.
Committee Membership: Compensation and Organization

[JOHN M. SULLIVAN PHOTO] John M. Sullivan, age 68, Director of the Company since 1994
Mr. Sullivan served as Chairman, President and Chief Executive Officer of Prince
Holdings, Inc., a corporation which, through its subsidiaries, manufactures sporting
goods, from 1987 until his retirement in 1994. He is currently on the board of
directors of Atlas Copco N.A., a company traded on the Stockholm Stock Exchange.
Committee Memberships: Audit (Chairman); Compensation and Organization

[GORDON F. BRUNNER Gordon F. Brunner, age 65, Director of the Company since 2003
PHOTO]
Mr. Brunner served as the Chief Technology Officer as well as a member of the board of
directors of The Procter & Gamble Company, a manufacturer of family, personal and
household care products, until his retirement on November 1, 2000 after 40 years of
service. Mr. Brunner is a partner in the Cincinnati Living Longer ProActive Health
Center and serves as a director of Natrol, Inc. and Third Wave Technologies, Inc., as
well as privately-held Hartz Mountain Corporation.
Committee Memberships: Audit

RECOMMENDATION AND VOTE

Under Ohio law and the Company's Code of Regulations, the four nominees for
election in Class III receiving the greatest number of votes will be elected.
Common shares represented by properly executed and returned proxies will be
voted FOR the election of the above-named nominees unless authority to vote for
one or more nominees is withheld. Common shares as to which the authority to
vote is withheld will be counted for quorum purposes but will not be counted
toward the election of directors or toward the election of the individual
nominees specified on the form of proxy.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
ABOVE-NAMED CLASS III DIRECTOR NOMINEES.

COMMITTEES AND MEETINGS OF THE BOARD

The Board of Directors held seven regularly scheduled or special meetings
during the Company's fiscal year ended September 30, 2003 (the "2003 fiscal
year"). The Board of Directors has four significant standing committees: the
Audit Committee; the Compensation and Organization Committee; the Finance
Committee; and the Governance and Nominating Committee. Each current member of
the Board of Directors attended at least 75% of the aggregate of the total
number of meetings of the Board of Directors and of the Board committees on
which he or she served, in each case during the period such director served in
the 2003 fiscal year.

AUDIT COMMITTEE

The Audit Committee is organized and conducts its business pursuant to a
written charter adopted by the Board of Directors, which is attached to this
Proxy Statement as Appendix I. The Audit Committee is responsible for (1)
overseeing the accounting and financial reporting processes of the Company, (2)
overseeing the audits of the financial statements of the Company, (3)
appointing, compensating and overseeing the independent auditors employed by the
Company for the purpose of preparing or issuing an audit report or related work,
(4) establishing procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls, auditing matters or other compliance matters, and (5) assisting the
Board in its oversight of: (a) the integrity of the Company's financial
statements; (b) the Company's compliance with applicable laws, rules and
regulations, including applicable rules of the New York Stock Exchange; (c) the
independent auditors' qualifications and independence; and (d) the performance
of the Company's internal audit function. Each member of the Audit Committee
qualifies as independent under the applicable sections of the New York Stock
Exchange's Listed Company Manual and Rule 10A-3 promulgated under Section
10A(m)(3) of the Exchange Act. The Board of Directors has determined that
Stephanie M. Shern qualifies as an audit committee financial expert as defined
by the rules adopted by the SEC. The Audit Committee met eleven times during the
2003 fiscal year. The Audit Committee's report relating to the Company's 2003
fiscal year appears on page 25.

COMPENSATION AND ORGANIZATION COMMITTEE

The Compensation and Organization Committee reviews, considers and acts
upon matters concerning salary and other compensation and benefits of all
executive officers and certain other employees of the Company. In addition, the
Compensation and Organization Committee acts upon all matters concerning, and
exercises such authority as is delegated to it under the provisions of, any
benefit, retirement or pension plan maintained by the Company. The Compensation
and Organization Committee also advises the Board of Directors regarding
executive officer organizational issues and succession plans and serves as the
committee administering the Company's 1992 Long Term Incentive Plan ("1992
Plan"), 1996 Plan and 2003 Plan. The Compensation and Organization Committee met
six times during the 2003 fiscal year. Each member of the Compensation and
Organization Committee qualifies as independent under the applicable sections of
the New York Stock Exchange's Listed Company Manual. The Compensation and
Organization Committee's report on executive compensation appears on pages 19
through 23.

FINANCE COMMITTEE

The Finance Committee provides oversight of the financial plans and
policies of the Company and its subsidiaries by reviewing annual business plans;
operating performance goals; investment, dividend payment and stock repurchase
programs; financial forecasts; and general corporate financing matters. The
Finance Committee met six times during the 2003 fiscal year.

GOVERNANCE AND NOMINATING COMMITTEE

The Governance and Nominating Committee recommends policies on the
composition of the Board of Directors and nominees for membership on the Board
of Directors and Board committees. The Governance and Nominating Committee has
not established a procedure for shareholders to recommend nominees to the Board
of Directors for consideration at the Annual Meeting. Rather, the Governance and
Nominating Committee conducts its own search for available, qualified nominees.
Each member of the Governance and Nominating Committee qualifies as independent
under the applicable sections of the New York Stock Exchange's Listed Company
Manual. The Governance and Nominating Committee is also responsible for
developing and recommending to the Board of Directors corporate governance
principles applicable to the Company and overseeing the evaluation of the Board
of Directors and management. The Governance and Nominating Committee met five
times during the 2003 fiscal year.

COMPENSATION OF DIRECTORS

Each director of the Company who is not an employee of the Company (the
"non-employee directors") receives a $40,000 annual retainer for Board of
Directors and Board committee meetings plus reimbursement of all reasonable
travel and other expenses of attending such meetings. Members of the Audit
Committee get an additional $5,000 annually. Under each of the 1996 Plan and the
2003 Plan, non-employee directors may elect to receive all or a portion, in 25%
increments, of their annual retainer and other fees paid for service as a
director in cash or in stock units. If stock units are elected, the non-
employee director receives a number of stock units determined by dividing the
chosen dollar amount by the fair market value of the Company's common shares on
the first trading day following the date of the annual meeting of shareholders
for which the deferred amount otherwise would have been paid. Final
distributions are made in cash or common shares, as elected by the non-employee
director, upon the date that the non-employee director ceases to be a member of
the Board of Directors, upon the date the non-employee director has specified in
his or her deferral form or upon a "change in control" (as defined in each of
the 1996 Plan and the 2003 Plan), whichever is earlier. Distributions may be
made either in a lump sum or in installments over a period of up to ten years,
as elected by the non-employee director. The non-employee directors may elect
stock units under either the 1996 Plan or the 2003 Plan.

Under either the 1996 Plan or the 2003 Plan, non-employee directors also
receive an annual grant, on the first business day following the date of each
annual meeting of shareholders, of options to purchase 5,000 common shares at an
exercise price equal to the fair market value of the common shares on the grant
date. Non-employee directors who are members of one or more Board committees
receive options to purchase an additional 500 common shares for each committee
on which they serve (with committee chairs receiving options to purchase a total
of an additional 1,500 common shares for each committee they chair). Options
granted to a non-employee director become exercisable six months after the grant
date and remain exercisable until the earlier to occur of the tenth anniversary
of the grant date or the first anniversary of the date the non-employee director
ceases to be a member of the Company's Board of Directors. However, if the
non-employee director ceases to be a member of the Board of Directors after (a)
having been convicted of, or pled guilty or nolo contendere to, a felony, his or
her options granted under the 1996 Plan will be cancelled on the date he or she
ceases to be a director, or (b) having retired after serving at least one full
term, any outstanding options granted under either the 1996 Plan or the 2003
Plan will remain exercisable for a period of five years following retirement
subject to the stated terms of the options. To the extent a grant is made under
one plan, the automatic grant under the other plan would not apply.

Upon a change in control of the Company, each non-employee director's
outstanding options granted under the 2003 Plan will be cancelled, unless (a)
the Company's common shares remain publicly traded, (b) the non-employee
director remains a director of the Company after the change of control or (c)
the non-employee director exercises, with the permission of the Compensation and
Organization Committee, the non-employee director's outstanding options within
15 days of the date of the change in control. In addition, each non-employee
director's outstanding options granted under the 1996 Plan will be cancelled
unless the non-employee director exercises, with the permission of the
Compensation and Organization Committee, the non-employee director's outstanding
options within 15 days of the date of the change in control. For each cancelled
option, a non-employee director will receive cash in the amount of, or common
shares having a value equal to, the difference between the change in control
price of a common share (calculated pursuant to the terms of the applicable
plan) and the exercise price of the cancelled option.

On November 5, 2002, the Company entered into a letter agreement with
Patrick J. Norton, providing that from January 1, 2003 through December 31,
2005, Mr. Norton will remain an employee of the Company with limited duties,
primarily acting as an advisor for the Scotts LawnService(R) business. Mr.
Norton will receive an annual fee of $11,000 for his work as an advisor and will
be eligible to receive options covering 4,500 common shares annually. As of
December 31, 2005, Mr. Norton will be entitled to continue to participate in the
Company's group medical and dental plans under the prevailing annual COBRA rates
until Mr. Norton's 65th birthday on November 19, 2015. If Mr. Norton's
employment is terminated by the Company other than for cause, Mr. Norton will be
entitled to his options and benefits through December 31, 2005. In addition, so
long as Mr. Norton remains on the Company's Board of Directors through 2005, he
will be entitled to compensation of $30,000 each year and receive 5,500 options
annually, in addition to his compensation as an advisor.

EXECUTIVE COMPENSATION

SUMMARY OF CASH AND OTHER COMPENSATION

The following table shows, for the fiscal years ended September 30, 2003,
2002 and 2001, the cash compensation and other benefits paid or provided by the
Company to the individual who served as Chief Executive Officer during the 2003
fiscal year, the four other most highly compensated executive officers of the
Company, listed by title and one other individual who was not serving as an
executive officer at the end of the 2003 fiscal year.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
---------------------------------
AWARDS
---------------
ANNUAL COMPENSATION SECURITIES PAYOUTS
NAME AND PRINCIPAL POSITION FISCAL -------------------------- UNDERLYING --------------- ALL OTHER
DURING 2003 FISCAL YEAR YEAR SALARY($)(1) BONUS($)(1) OPTIONS/SARS(#) LTIP PAYOUTS($) COMPENSATION($)
--------------------------- ------ ------------ ----------- --------------- --------------- ---------------

James Hagedorn...................... 2003 $616,705 $332,009 125,000(2) $ 0 $ 81,796(3)
President, Chief Executive Officer 2002 $616,160 $577,774 125,000(4) $ 0 $ 32,237
and Chairman of the Board(5) 2001 $519,826 $ 64,650 60,000(4) $ 0 $ 39,173

Robert F. Bernstock................. 2003 $162,333 $402,916(6) 50,000(2) $ 0 $ 10,212(3)
Executive Vice President and 2002 n/a n/a n/a n/a n/a
President, North America 2001 n/a n/a n/a n/a n/a

Michael P. Kelty, Ph.D.............. 2003 $373,000 $135,812 24,000(2) $ 0 $ 42,679(3)
Vice Chairman and 2002 $366,000 $264,813 26,000(4) $ 0 $ 32,671
Executive Vice President 2001 $325,207 $ 66,818 24,000(4) $106,667(7) $ 46,837

L. Robert Stohler................... 2003 $313,080(8) $105,216(9) 30,000(10) $ 0 $372,833(3)
Former Executive Vice 2002 $274,700 $163,237 20,000(4) $ 0 $ 18,352
President, North America 2001 $265,200 $ 59,511 17,000(4) $ 80,000(7) $ 22,074

Michel J. Farkouh............... 2003 $247,814 $161,241 20,000(4) $ 0 $ 0
Executive Vice President, 2002 $235,110 $210,915 20,000(4) $ 0 $ 0
International 2001 $222,961 $ 20,111 8,000(4) $ 60,000(7) $ 0

Christopher L. Nagel............ 2003 $296,908 $101,707 14,000(4) $ 0 $ 26,348(3)
Executive Vice President 2002 $233,550 $120,343 12,000(4) $ 0 $ 15,976
and Chief Financial Officer 2001 $203,796 $ 11,947 9,000(4) $ 46,667(7) $ 15,768

---------------

(1) Includes compensation which may be deferred under the RSP and the Executive
Retirement Plan.

(2) These amounts represent freestanding SARs granted under the 2003 Plan.

(3) This amount represents aggregate contributions made by the Company to the
RSP and the Executive Retirement Plan. For Dr. Kelty, this amount also
includes transitional contributions in the aggregate amount of $7,966 for
2003 made by the Company to the RSP and the Executive Retirement Plan as a
result of his participation in the Pension Plan and the Excess Benefit Plan
as described below in "-- Pension Plans." For Mr. Stohler, this amount also
includes $348,750 which will be paid to Mr. Stohler as severance payments
under the terms of his letter agreement, dated November 21, 2002, as
described below in "-- Employment Agreements and Termination of Employment
and Change-in-Control Arrangements."

(4) These numbers represent options granted under the 1996 Plan.

(5) Mr. Hagedorn was named Chairman of the Board in January 2003, replacing
Charles M. Berger, who retired. Mr. Hagedorn was named President and Chief
Executive Officer of the Company in May 2001. He served as President and
Chief Operating Officer of the Company from April 2000 to May 2001.

(6) This amount includes $300,000 Mr. Bernstock received as a sign-on bonus.

(7) Reflects payments made in December 2000 under the Scotts Millennium Growth
Plan which was terminated in November 2000. This number represents a
pro-rated payment based on the Company's cumulative earnings per share for
the period from October 1, 1999 through September 30, 2000 and one-third
the number of cash performance units originally granted to the named
individual. The Compensation and Organization Committee determined that the
Company's cumulative earnings per share for that period satisfied the
threshold for payment of the maximum award. The number of cash performance
units originally granted to Dr. Kelty, Mr. Stohler, Mr. Farkouh and Mr.
Nagel were 1,600 units, 1,200 units, 900 units and 700 units, respectively.

(8) This amount includes $75,000 which Mr. Stohler received as severance
payments under the terms of his letter agreement, dated November 21, 2002,
as described below in "-- Employment Agreements and Termination of
Employment and Change-in-Control Arrangements."

(9) This amount includes $41,250 which Mr. Stohler received as severance
payments under the terms of his letter agreement, dated November 21, 2002,
as described below in "-- Employment Agreements and Termination of
Employment and Change-in-Control Arrangements."

(10) This number includes options covering 10,000 common shares granted under
the 1996 Plan and freestanding SARs covering 20,000 common shares granted
under the 2003 Plan.

OPTION/SAR GRANTS IN 2003 FISCAL YEAR

The following table summarizes information concerning individual grants of
options and freestanding SARs made during the 2003 fiscal year to each of the
individuals named in the Summary Compensation Table.

POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/SARS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION/SAR TERM(2)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ------------------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
---- ------------- ------------ ----------- ---------- ------------- --------------

James Hagedorn............ 125,000(3) 19.43% $50.50 1/29/13 $3,969,897 $10,060,499
Robert F. Bernstock....... 50,000(4) 7.77% $48.88 5/31/13 $1,537,018 $ 3,895,107
Michael P. Kelty,
Ph.D. .................. 24,000(3) 3.73% $50.50 1/29/13 $ 762,220 $ 1,931,616
L. Robert Stohler......... 10,000(5) 1.55% $47.85 6/30/08 $ 162,736 $ 369,192
20,000(6) 3.11% $50.50 6/30/08 $ 279,044 $ 616,615
Michel J. Farkouh......... 20,000(7) 3.11% $50.50 1/29/13 $ 635,184 $ 1,609,680
Christopher L. Nagel...... 14,000(8) 2.18% $47.85 11/6/12 $ 421,297 $ 1,067,648

---------------

(1) In the event of a "change in control" (as defined in each of the 1996 Plan
and the 2003 Plan), all freestanding SARs granted under the 2003 Plan will
be deemed exercisable and liquidated in a single lump sum cash payment.
Also, in the event of a change in control, each holder of options granted
under the 1996 Plan will be permitted, in the holder's discretion, to
surrender any option or portion thereof in exchange for either cash equal to
the excess of the change in control price as defined below over the exercise
price for such option or, in the discretion of the Compensation and
Organization Committee, for whole common shares with a value equal to the
excess of the change in control price over the exercise price of the option
plus cash equal to the fair market value of any fractional common share. The
Compensation and Organization Committee may allow the holder thereof to
exercise any outstanding options by following the normal procedures for
exercising options with 15 days of the date of the change in control. The
above-described accelerated payments will not be made to the holder of
options or SARs if the Compensation and Organization Committee determines,
prior to the change in control and subject to requirements contained in each
plan, that immediately after the change in control, the options or SARs will
be honored or assumed, or new rights with substantially equivalent economic
value substituted therefor, by the holder's new employer. The "change in
control price" will be (1) the highest price per share offered in
conjunction with the transaction resulting in the change in control or (2)
in the event of a change in control not related to the transfer of stock,
the highest closing price of a common share of the Company as reported on
the New York Stock Exchange on any of the 30 consecutive trading days ending
on the last trading day before the change in control occurs. In the event of
termination of employment by reason of retirement, disability or death, the
options and SARs may thereafter be exercised in full for a period of five
years, subject to the stated terms of the options and SARs. The options and
SARs are forfeited if the holder's employment is terminated for cause. If
the employment of the holder of options or SARs is terminated for any reason
other than retirement, disability, death or for cause, any vested options or
SARs held at the date of termination may be exercised for a period of 90
days, subject to the stated terms of the options or SARs.

(2) The dollar amounts reflected in this table are the result of calculations at
the 5% and 10% annual appreciation rates set by the SEC for illustrative
purposes, and assume the options and SARs are held until their respective
expiration dates. Such dollar amounts are not intended to forecast future
financial performance or possible future appreciation in the price of the
Company's common shares. Shareholders are therefore cautioned against
drawing any conclusions from the appreciation data shown, aside from the
fact that the holders of the options and SARs will only realize value from
the grants shown if the price of the Company's common shares appreciates,
which benefits all shareholders commensurately.

(3) These SARs were granted on January 30, 2003 and will become exercisable on
January 30, 2006.

(4) These SARs were granted on June 2, 2003 and will become exercisable on June
2, 2006.

(5) These options were granted on November 7, 2002 and became exercisable on Mr.
Stohler's retirement date of June 30, 2003.

(6) These SARs were granted on January 30, 2003 and became exercisable on Mr.
Stohler's retirement date of June 30, 2003.

(7) These options were granted on January 30, 2003 and will become exercisable
on January 30, 2007.

(8) These options were granted on November 7, 2002 and will become exercisable
on November 7, 2005.

OPTION EXERCISES IN 2003 FISCAL YEAR AND 2003 FISCAL YEAR-END OPTION/SAR VALUES

The following table summarizes information concerning options exercised
during the 2003 fiscal year and unexercised options and SARs held as of the end
of the 2003 fiscal year by each of the individuals named in the Summary
Compensation Table.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------

James Hagedorn............. 0 n/a 320,000 310,000 $9,190,125 $3,835,750
Robert F. Bernstock........ 0 n/a 0 50,000 n/a $ 291,000
Michael P. Kelty, Ph.D. ... 15,000 $ 427,150 30,000 74,000 $ 652,875 $1,071,100
L. Robert Stohler.......... 58,000 $2,180,541 101,000 0 $1,685,950 n/a
Michel J. Farkouh.......... 0 n/a 0 88,000 n/a $1,377,600
Christopher L. Nagel....... 5,000 $ 106,782 1,000 35,000 $ 18,950 $ 492,950

---------------

(1) "Value of Unexercised In-the-Money Options/SARs at Fiscal Year-End" is based
upon the fair market value of the Company's common shares on September 30,
2003 ($54.70) less the exercise price of in-the-money options and SARs at
the end of the 2003 fiscal year.

EQUITY COMPENSATION PLAN INFORMATION

The Company has four equity compensation plans under which its common
shares are authorized for issuance to directors, officers or employees in
exchange for goods or services:

- the 1992 Plan;

- the 1996 Plan;

- the 2003 Plan; and

- the Executive Retirement Plan.

1992 PLAN, 1996 PLAN AND 2003 PLAN

The following table shows for the 1992 Plan, the 1996 Plan and the 2003
Plan as a group the number of common shares issuable upon exercise of
outstanding options and SARs and attributable to outstanding stock units, the
weighted-average exercise price of outstanding options and SARs together with
the weighted-average price of outstanding stock units, and the number of common
shares remaining available for future issuance at September 30, 2003, excluding
common shares issuable upon exercise of outstanding options and SARs and
attributable to outstanding stock units. Each of the 1992 Plan, the 1996 Plan
and the 2003 Plan has previously been approved by the Company's shareholders.
The following table shows

comparable information, as of September 30, 2003, for the Executive Retirement
Plan. The Executive Retirement Plan has not been approved by the Company's
shareholders.

(C)
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
(A) (B) FUTURE ISSUANCE UNDER
NUMBER OF SECURITIES TO BE WEIGHTED-AVERAGE EQUITY COMPENSATION
ISSUED UPON EXERCISE OF EXERCISE PRICE OF PLANS (EXCLUDING
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, SECURITIES REFLECTED IN
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS COLUMN (A))
------------- -------------------------- -------------------- -----------------------

Equity compensation plans approved
by security holders............... 4,109,357(1) $35.01(2) 1,532,218(3)
Equity compensation plans not
approved by security holders...... 38,463(4) n/a(5) n/a(6)
Total............................... 4,147,820 $35.01(2) 1,532,218

---------------

(1) Includes 152,391 common shares issuable upon exercise of options granted
under the 1992 Plan, 3,649,884 common shares issuable upon exercise of
options granted under the 1996 Plan and 302,000 common shares issuable upon
exercise of options and SARs granted under the 2003 Plan. Also includes
3,520 and 1,562 common shares attributable to stock units received by
non-employee directors in lieu of their annual cash retainer and other fees
payable to them for service as directors and held in their accounts under
the 1996 Plan and the 2003 Plan, respectively. The terms of the stock units
are described in this Proxy Statement under "PROPOSAL NUMBER 1 -- ELECTION
OF DIRECTORS -- COMPENSATION OF DIRECTORS" at page 11.

(2) Represents weighted-average exercise price of outstanding options under the
1992 Plan and the 1996 Plan and outstanding SARs and options under the 2003
Plan together with weighted-average price of outstanding stock units under
the 1996 Plan and the 2003 Plan.

(3) Includes 35,780 common shares remaining available for issuance under the
1996 Plan and 1,496,438 common shares remaining available for issuance under
the 2003 Plan.

(4) Includes common shares attributable to participants' accounts relating to
common share units under the Executive Retirement Plan. This number has been
rounded to the nearest whole common share.

(5) The weighted-average price of the common shares attributable to
participants' accounts relating to common share units under the Executive
Retirement Plan is not readily calculable. Please see the description of the
Executive Retirement Plan below.

(6) The terms of the Executive Retirement Plan do not provide for a specified
limit on the number of common shares which may be attributable to
participants' accounts relating to common share units. Please see the
description of the Executive Retirement Plan below which addresses the
manner in which the number of common share units attributable to a
participant's account is determined. Common shares which may in the future
be attributable to participants' accounts relating to common share units are
not included. The Company maintains a Registration Statement on Form S-8
(Registration No. 333-72715) pursuant to which a total of 250,000 common
shares are registered for issuance under the Executive Retirement Plan. No
common shares had been issued under the Executive Retirement Plan as of
September 30, 2003.

EXECUTIVE RETIREMENT PLAN

The ERP is an unfunded non-qualified deferred compensation plan that allows
certain of the Company's executive management and other highly compensated
employees to defer compensation and to earn the Company-funded benefits that
they could have deferred to and earned under the RSP but for Internal Revenue
Code limits imposed on the RSP. The ERP also provides participants with the
opportunity to defer all or any part of the amount awarded under the Company's
Executive Annual Incentive Plan (the "Executive Incentive Plan") or any
incentive compensation paid pursuant to an employment agreement. Subject to
certain restrictions, participants may direct that amounts credited to them
under the ERP be adjusted by reference to a Company stock fund or to one or more
outside

investment funds made available by the ERP's administrative committee. Outside
investment funds do not include common shares. The amount credited to a
participant in the Company stock fund is recorded as common share units, the
number of which is determined by dividing the amount credited for the
participant to the Company stock fund by the fair market value of common shares
when the determination is made. The amount credited to a participant in an
outside investment fund is recorded as outside investment fund units, the number
of which is determined by dividing the amount credited for the participant to
each outside investment fund by the market value of the outside investment fund
when the determination is made. Distributions from the ERP generally begin when
the participant terminates employment (although the participant may specify a
different date) and normally are paid in either a lump sum or in annual
installments over no more than ten years, whichever the participant has elected.
Distributions from the Company stock fund always are made in the form of whole
common shares equal to the number of whole common share units then credited to
the participant and the value of fractional common share units is distributed in
cash. Distributions from outside investment funds always are made in cash equal
to the value of each outside investment unit then credited to the participant
multiplied by the market value of those units. ERP participants are general
unsecured creditors of the Company with respect to their interests in the ERP.
The Company expects that the ERP will remain in effect indefinitely. However,
the ERP's administrative committee may amend or terminate the ERP at any time.

PENSION PLANS

The Company maintains a tax-qualified, non-contributory defined benefit
pension plan (the "Pension Plan"). Eligibility for and accruals under the
Pension Plan were frozen as of December 31, 1997.

Monthly benefits under the Pension Plan upon normal retirement (age 65) are
determined under the following formula:

(a) (i) 1.5% of the individual's highest average annual compensation
for 60 consecutive months during the ten-year period ending
December 31, 1997; times

(ii) years of benefit service through December 31, 1997; reduced by

(b) (i) 1.25% of the individual's primary Social Security benefit (as
of December 31, 1997); times

(ii) years of benefit service through December 31, 1997.

Compensation includes all earnings plus 401(k) contributions and salary
reduction contributions for welfare benefits, but does not include earnings in
connection with foreign service, the value of a company car or separation or
other special allowances. An individual's primary Social Security benefit is
based on the Social Security Act as in effect on December 31, 1997, and assumes
constant compensation through age 65 and that the individual will not retire
earlier than age 65. No more than 40 years of benefit service are taken into
account. The Pension Plan includes additional provisions for early retirement.

Benefits under the Pension Plan are supplemented by benefits under The O.M.
Scott & Sons Company Excess Benefit Plan (the "Excess Benefit Plan"). The Excess
Benefit Plan was established October 1, 1993 and was frozen as of December 31,
1997. The Excess Benefit Plan provides additional benefits to participants in
the Pension Plan whose benefits are reduced by limitations imposed under
Sections 415 and 401(a)(17) of the Internal Revenue Code. Under the Excess
Benefit Plan, executive officers and certain key employees will receive, at the
time and in the same form as benefits are paid under the Pension Plan,
additional monthly benefits in an amount which, when added to the benefits paid
to each participant under the Pension Plan, will equal the benefit amount such
participant would have earned but for the limitations imposed by the Internal
Revenue Code.

The estimated annual benefits under the Pension Plan and the Excess Benefit
Plan payable upon retirement at normal retirement age for each of the
individuals named in the Summary Compensation Table are:

YEARS OF BENEFIT SERVICE TOTAL BENEFIT
------------------------ -------------

James Hagedorn....................... 9.9167 $25,028.52
Robert F. Bernstock.................. n/a n/a
Michael P. Kelty, Ph.D. ............. 17.5 $57,551.40
L. Robert Stohler.................... 1.0833 $ 2,911.92
Michel J. Farkouh.................... n/a n/a
Christopher L. Nagel................. n/a n/a

Associates participate in the RSP, formerly known as "The Scotts Company
Profit Sharing and Savings Plan." The RSP, as amended and restated effective as
of December 31, 1997, consolidated various defined contribution retirement plans
in effect at the Company and its domestic subsidiaries. The RSP permits 401(k)
contributions, employee after-tax contributions, Company matching contributions,
Company retirement contributions, and, between 1998 and 2002 for participants
whose benefits were frozen under the Pension Plan (including Dr. Kelty) and the
Scotts-Sierra Horticultural Products Company Retirement Plan for Salaried
Employees, certain transitional contributions based on age and service.

Certain executive management and other highly paid employees, including the
individuals named in the Summary Compensation Table, also participate in the ERP
described under "-- EQUITY COMPENSATION PLAN INFORMATION -- EXECUTIVE RETIREMENT
PLAN" at page 16.

EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

In connection with the transactions contemplated by the Merger Agreement,
the Company entered into an employment agreement with Mr. James Hagedorn (the
"Hagedorn Agreement"). The Hagedorn Agreement had an original term of three
years, and is automatically renewed for an additional year each subsequent year,
unless either party notifies the other party of his/its desire not to renew. The
Hagedorn Agreement provides for a minimum annual base salary of $200,000 for Mr.
Hagedorn and participation in the various benefit plans available to senior
executive officers of the Company. In addition, pursuant to the Hagedorn
Agreement, the Company granted to Mr. Hagedorn options to acquire 24,000 common
shares. Upon certain types of termination of employment (e.g., a termination by
the Company for any reason other than "cause" (as defined in the Hagedorn
Agreement) or a termination by Mr. Hagedorn constituting "good reason" (also as
defined)), he will become entitled to receive certain severance benefits
including a payment equal to three times the sum of his base salary then in
effect plus his highest annual bonus in any of the three preceding years. Upon
termination of employment for any other reason, Mr. Hagedorn or his beneficiary
will be entitled to receive all unpaid amounts of base salary and benefits under
the executive benefit plans in which he participated. The Hagedorn Agreement
also contains confidentiality and noncompetition provisions which prevent Mr.
Hagedorn from disclosing confidential information about the Company and from
competing with the Company during his employment therewith and for an additional
three years thereafter.

The Company entered into a letter agreement with Robert F. Bernstock,
effective June 1, 2003, relating to his employment as Executive Vice President
and President, North America of the Company. If Mr. Bernstock's employment is
terminated by the Company, other than for cause, within 18 months following a
change in control of the Company (as defined in the 2003 Plan), he will be
entitled to receive a lump sum payment within 90 days after termination equal to
two times his base salary and two times his target incentive under the Executive
Incentive Plan or any successor incentive compensation plan, in each case as in
effect at the date of termination, and his SARs and other incentive equity-based
awards will vest. In the event of termination of his employment by the Company
prior to a change in control, other than for cause, the Company will pay Mr.
Bernstock a lump sum within 90 days after termination equal to two times his
then current base salary plus a pro-rated incentive payment under the Executive
Incentive Plan or any successor incentive compensation plan then in effect for
the applicable plan year in which the termination occurs. Mr. Bernstock was paid
a one-time signing bonus of $300,000, with the condition that should he leave
the Company for any reason, before completing 24 months of employment with the
Company, he will repay the Company a pro-rata amount of the bonus based upon the
number of months

of employment he completed. In the event of his death, total disability or
termination of employment by the Company without cause, the requirement to
re-pay the bonus will be waived. He was also granted SARs covering 50,000 common
shares as of June 1, 2003.

The Compensation and Organization Committee of the Board of Directors of
the Company has approved certain employment, severance and change in control
terms applicable to Michael P. Kelty, Ph.D. and Christopher L. Nagel. Pursuant
to these terms, if the employment of either of these executive officers is
terminated by the Company, other than for cause, within 18 months following a
change in control of the Company (as defined in each of the 1996 Plan and the
2003 Plan), such executive officer will be entitled to receive a lump sum
payment within 90 days after termination equal to two times the executive
officer's base salary plus two times the executive officer's target incentive
under the Executive Incentive Plan or any successor incentive compensation plan,
in each case as in effect at the date of termination. If the employment of
either of these executive officers is terminated by the Company prior to a
change in control, other than for cause, such executive officer will be entitled
to receive two times the executive officer's base salary in effect at the date
of termination in a lump sum within 90 days after termination.

L. Robert Stohler entered into a letter agreement with the Company, dated
November 21, 2002, under which Mr. Stohler continued as Executive Vice
President, North America until June 30, 2003. Following termination of his
employment, Mr. Stohler is to receive an aggregate amount, payable in 12 equal
monthly installments, equal to his last annual base salary plus his target
incentive under the Executive Incentive Plan in effect at the termination date,
less any required tax withholdings. Commencing with his termination date, Mr.
Stohler is entitled to receive 12 months of medical and dental coverage at the
expense of the Company, and on the date of the last monthly severance payment,
the Company will make a lump sum payment equal to the COBRA premium for group
medical and dental coverage through his 65th birthday, grossed up for taxes.
After Mr. Stohler reaches age 65, he will be entitled to participate in the
Scotts' Retiree (Medical) Plan. In addition, options covering 10,000 common
shares were granted to Mr. Stohler on November 7, 2002 and SARs covering 20,000
common shares were granted to him on January 30, 2003, as contemplated by the
letter agreement. Since Mr. Stohler is considered to have retired, all of his
outstanding options and SARs have vested and may be exercised in accordance with
the terms of the Company's 1996 and 2003 Plans. If Mr. Stohler dies or becomes
totally disabled before the monthly severance payments described above are due,
in each case before June 30, 2004, those monthly payments will be made to Mr.
Stohler or his estate or beneficiaries, as appropriate, within 90 days of his
death or total disability. The Company also paid the balance of Mr. Stohler's
Ohio apartment lease at a rental rate of $1,020 per month from June 30, 2003
through the lease's termination on October 31, 2003.

Mr. Farkouh, pursuant to a letter agreement with the Company dated October
10, 2001, is entitled to receive a lump sum payment equal to two times his base
salary plus two times his target incentive under the Executive Incentive Plan or
any successor incentive compensation plan then in effect in the event of a
change in control or termination of his employment by the Company for any reason
other than for cause.

REPORT OF THE COMPENSATION AND ORGANIZATION COMMITTEE ON EXECUTIVE COMPENSATION
FOR THE 2003 FISCAL YEAR

ROLE OF THE COMPENSATION AND ORGANIZATION COMMITTEE

The Compensation and Organization Committee is made up of five members of
the Board of Directors, each of whom is "independent" as that term is defined in
the corporate governance rules of the New York Stock Exchange, Inc. (the "NYSE")
as codified in Section 303A of the NYSE Listed Company Manual and any other
standards of independence as may be prescribed by law or regulation in respect
of the duties undertaken by the Compensation and Organization Committee. The
Compensation and Organization Committee reviews the Company's corporate
organizational structure, succession planning, ongoing functions and performance
of the executive officers and other key management. The Compensation and
Organization Committee is responsible for reviewing and making recommendations
to the Board regarding incentive-compensation plans and equity-based plans in
accordance with the then

applicable rules and regulations of the SEC and the NYSE. It is also responsible
for administering each of the Company's incentive-compensation plans,
equity-based plans and any other plans that require the Compensation and
Organization Committee to administer, or that applicable laws or regulations
require the Compensation and Organization Committee to administer, such plans.

The Compensation and Organization Committee reviews and approves (either on
its own or together with the other independent directors, as directed by the
Board of Directors) the general compensation policies applicable to the CEO and
reviews and makes recommendations to the Board of Directors regarding the
general compensation policies applicable the other executive officers of the
Company and other key management employees of the Company. The Compensation and
Organization Committee reviews and approves Company goals and objectives
relevant to the CEO's compensation, evaluating the CEO's performance in light of
those goals and objectives, and approves (either on its own or together with the
other independent directors, as directed by the Board) the CEO's compensation
based on this evaluation. The Compensation and Organization Committee reviews
and makes recommendations to the Board of Directors regarding promotion,
benefits and compensation for the non-CEO executive officers and other key
management employees.

In reaching compensation decisions, the Compensation and Organization
Committee reviews information from a variety of sources, which include proxy
statement surveys and industry surveys. In addition, the Compensation and
Organization Committee has retained external compensation consultants and legal
counsel.

OBJECTIVES OF THE EXECUTIVE COMPENSATION PROGRAM

The Compensation and Organization Committee's primary objective is the
establishment of compensation programs for the Company's executive officers who
are in a position to maximize long-term shareholder value. The executive
compensation program is designed with a performance orientation, with a large
portion of executive compensation being "at risk." In pursuing this objective,
the Compensation and Organization Committee believes that the Company's
executive compensation program must:

- Emphasize pay for performance, motivating both long-term and short-term
performance for the benefit of the Company's shareholders;

- Place greater emphasis on variable incentive compensation versus fixed or
base pay;

- Through its incentive plans, encourage and reward decision-making that
emphasizes long-term shareholder value;

- Provide a total compensation program competitive with those companies
with which the Company competes for top management talent on a global
basis; and

- Ensure the Company's continued growth and performance by attracting,
retaining and motivating talented executives and employees necessary to
meet the Company's strategic goals.

The Compensation and Organization Committee sets compensation levels which
are designed to be competitive with a comparison group of consumer products
companies of similar size and complexity (the "Comparison Group"). This
comparative data may not include the compensation paid by all of the companies
that are included in the S&P 500 Household Index, which is used for comparative
purposes in the performance graph on page 24. Base salary and annual incentive
opportunities are targeted at the median of the Comparison Group companies,
while long-term incentives are targeted at the 50th percentile. The Company's
competitive compensation structure has enabled it to attract and retain
executives who, as key members of the top management team, have been
instrumental in improving the performance of the Company.

The Compensation and Organization Committee does not have a policy that
requires the Company's executive compensation programs to qualify as
performance-based compensation under Section 162(m) of the Internal Revenue
Code. The design and administration of the 1996 Plan and the 2003 Plan are
intended to qualify any compensation attributable to participation thereunder as
performance-based
20

compensation. In all cases, the Compensation and Organization Committee will
continue to carefully consider the net cost and value to the shareholders of the
Company's compensation policies.

OVERVIEW OF EXECUTIVE COMPENSATION AND 2003 FISCAL YEAR COMPENSATION AND
ORGANIZATION COMMITTEE ACTIONS

The Company's executive compensation program presently consists of three
principal components:

- Base salary;

- Stock option and incentive equity-based plans; and

- Executive Incentive Plan.

BASE SALARY

The base salaries of the Company's executive officers and subsequent
adjustments to those base salaries are determined considering the following
factors: (1) the strategic importance to the Company of the executive officer's
job function; (2) the individual's performance in his or her position; (3) the
individual's potential to make a significant contribution to the Company in the
future; and (4) a comparison of industry compensation practices. The
Compensation and Organization Committee believes that all of these factors are
important and the weighting of each factor varies from individual to individual.

STOCK OPTION AND INCENTIVE EQUITY-BASED PLANS

For the 2003 fiscal year, the Compensation and Organization Committee
targeted the long-term incentive equity awards for executive officers at the
50th percentile of total long-term incentive pay at Comparison Group companies.
The Compensation and Organization Committee uses the Black-Scholes method to
calculate the long-term incentive value of options and SARs to be granted and
uses the Comparison Group companies as a benchmark.

For the 2003 fiscal year, the Compensation and Organization Committee
targeted grants under the 2003 Plan at a level that was to achieve the desired
long-term incentive target. The Compensation and Organization Committee has
adjusted grants of options and SARs from such target for certain recipients
based on corporate or individual performance.

The 2003 Plan enables the Compensation and Organization Committee to grant
both incentive stock options and non-qualified stock options although no
incentive stock options have been granted to date. SARs and non-qualified stock
options granted typically have a three-year cliff vesting provision; however,
this provision is sometimes modified for grants made to associates outside of
North America.

EXECUTIVE INCENTIVE PLAN

All executive officers are eligible to participate in the Executive
Incentive Plan, which provides annual incentive compensation opportunities based
on various performance measures related to the financial performance of the
Company for the fiscal year.

The Compensation and Organization Committee oversees the operation of the
Executive Incentive Plan. Its members are responsible for evaluating and
approving the plan's design as well as the targets and objectives to be met by
the Company and its executive officers and the amount of incentive payable for
specified levels of attainment of those targets and objectives. At the end of
each fiscal year, the Compensation and Organization Committee determines the
extent to which the targets and objectives have been met and awards incentive
payments accordingly.

For Corporate Officers

For the 2003 fiscal year, incentives for executive officers in the
corporate group were based on five performance measures. These measures were:

- Net Income

- Corporate net income before significant non-recurring items

- Net Sales Growth

- Sales goals established for the Company on a consolidated basis

- ROIC (After-Tax Return on Invested Capital) -- corporate

- EBITA for the Company on a consolidated basis (LOGO) (1 -- tax rate)
divided by the Average Invested Capital (total assets + accumulated
amortization of intangibles less liabilities excluding debt +
accumulated restructuring charges)

- Free Cash Flow

- Cash flow from operations less capital expenditures and acquisition
spending

- Customer Service -- corporate (composite goal)

- Product Fill Rate percent (% of orders filled on first delivery)

- All-In Fill Rate percent (% calculated dollar fill based on
potential)

For Business Group Officers

For the 2003 fiscal year, incentives for executive officers in each
business group were based on five performance measures. These measures were:

- EBITA for the business group

- Earnings Before Interest, Taxes and Amortization

- Net Sales Growth -- group

- Sales goals established for the business group

- ROIC (After-Tax Return on Invested Capital) -- group

- EBITA for the business group (LOGO) (1 -- tax rate) divided by the
Average Invested Capital (total assets + accumulated amortization of
intangibles less liabilities excluding debt + accumulated
restructuring charges)

- Free Cash Flow

- Cash flow from operations less capital expenditures and acquisition
spending

- Customer Service -- group (composite goal)

- Product Fill Rate percent (% of orders filled on first delivery)

- All-In Fill Rate percent (% calculated dollar fill based on
potential)

These measures are weighted for each individual participant and the sum of
the measures is multiplied by earnings to reinforce the importance of net
income. The Executive Incentive Plan includes a funding trigger below which no
payments are made to any participant. This funding trigger is based on achieving
prior year consolidated net income.

COMPENSATION OF THE CEO

The Compensation and Organization Committee, in conjunction with the CEO,
establishes the annual goals and objectives relevant to the CEO's compensation.
The Compensation and Organization Committee evaluates the CEO's performance
against these goals and objectives annually in executive session.

The Company's executive compensation program is designed with a performance
orientation, with a large portion of executive compensation being "at risk."
Consistent with the overall goal of the executive compensation program, Mr.
Hagedorn's annual base salary was set below the median level at $600,000. Mr.
Hagedorn, was granted a slightly above median stock appreciation right award of
125,000 as of January 30, 2003. Mr. Hagedorn's target incentive opportunity
under the Executive Incentive Plan was increased to 80% from 70% of his salary
for the 2003 fiscal year. In Mr. Hagedorn's position, 100% of his target
incentive opportunity is directly attributable to attainment of corporate
performance goals. The measures used to determine Mr. Hagedorn's incentive
compensation are the same as for all corporate officers described above. Mr.
Hagedorn's overall compensation package is set at the median of the Comparison
Group and is structured in a way to provide significant rewards when the Company
exceeds its performance goals.

In consideration of the Company's performance, which was 69.2% of target,
Mr. Hagedorn received an incentive payment of $332,009 for the 2003 fiscal year.

SUBMITTED BY THE COMPENSATION AND ORGANIZATION COMMITTEE OF THE COMPANY:

JOSEPH P. FLANNERY, CHAIRMAN
LYNN J. BEASLEY
ARNOLD W. DONALD
ALBERT E. HARRIS
JOHN M. SULLIVAN

PERFORMANCE GRAPH

The following line graph compares the yearly percentage change in the
Company's cumulative total shareholder return (as measured by dividing (i) the
sum of (A) the cumulative amount of dividends for the measurement period,
assuming dividend reinvestment, and (B) the difference between the price of the
Company's common shares at the end and the beginning of the measurement period;
by (ii) the price of the Company's common shares at the beginning of the
measurement period) against the cumulative return of (a) Standard & Poor's 500
Household Products Index ("S&P 500 Household Index"); and (b) the Russell 2000
Index (the "Russell 2000"); each for the period from September 30, 1998 to
September 30, 2003. The comparison assumes $100 was invested on September 30,
1998 in the Company's common shares and in each of the foregoing indices and
assumes reinvestment of dividends.

[TOTAL SHAREHOLDER RETURNS GRAPH]

9/98 9/99 9/00 9/01 9/02 9/03
------- ------- ------- ------- ------- -------

The Scotts Company $100.00 $113.06 $109.39 $111.35 $136.13 $178.61
S&P 500 Household
Products $100.00 $128.71 $109.51 $123.64 $139.33 $145.23
Russell 2000 Index $100.00 $117.52 $143.40 $111.35 $ 99.64 $134.13

AUDIT COMMITTEE MATTERS

In accordance with the SEC's regulations, the Audit Committee has issued
the following report:

REPORT OF THE AUDIT COMMITTEE FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003

ROLE OF THE AUDIT COMMITTEE, INDEPENDENT AUDITORS AND MANAGEMENT

The Audit Committee consists of three directors who qualify as independent
under the applicable sections of the New York Stock Exchange's Listed Company
Manual and Rule 10A-3 under the Exchange Act, and operates under a written
charter adopted by the Board of Directors. The Audit Committee selects the
Company's independent auditors. PricewaterhouseCoopers LLP was selected as the
Company's independent auditors for the 2003 fiscal year.

Management has the responsibility for the consolidated financial statements
and the accounting and financial reporting processes, including the
establishment and maintenance of adequate internal control over financial
reporting for the Company. The Company's independent auditors are responsible
for performing an audit of the Company's consolidated financial statements in
accordance with generally accepted auditing standards and issuing their report
thereon. The Audit Committee's responsibility is to provide independent,
objective oversight of these processes.

Pursuant to this responsibility, the Audit Committee met with management
and the independent auditors throughout the year. The Audit Committee reviewed
the audit plan and scope with the independent auditors, and discussed the
matters required by Statement on Auditing Standards No. 61 (Communication with
Audit Committees), as modified. The Audit Committee also met with the
independent auditors, without management present, to discuss the results of
their audit work, their evaluation of the Company's system of internal control
over financial reporting and the quality of the Company's financial reporting.

In addition, the Audit Committee has discussed with the independent
auditors their independence from the Company and its management, including the
matters in written disclosures required by the Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), as modified.

MANAGEMENT'S REPRESENTATIONS AND AUDIT COMMITTEE RECOMMENDATIONS

Management has represented to the Audit Committee that the Company's
audited consolidated financial statements as of and for the year ended September
30, 2003, were prepared in accordance with generally accepted accounting
principles and the Audit Committee has reviewed and discussed the audited
consolidated financial statements with management and the independent auditors.
Based on the Audit Committee's discussions with management and the independent
auditors and its review of the report of the independent auditors to the Audit
Committee, the Audit Committee recommended to the Board of Directors (and the
Board of Directors has approved) that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended September 30, 2003 to be filed with the SEC.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF THE COMPANY:

JOHN M. SULLIVAN, CHAIRMAN
GORDON F. BRUNNER
STEPHANIE M. SHERN

AUDIT COMMITTEE MEMBER SERVING ON MORE THAN THREE AUDIT COMMITTEES

Stephanie M. Shern is a member of the Company's Audit Committee and
currently serves on the audit committees of three other public companies. The
Board of Directors has reviewed, considered and discussed whether Ms. Shern's
simultaneous service on the audit committees of three other public companies
impairs her ability to effectively serve on the Company's Audit Committee. The
Board affirmatively determined that Ms. Shern's simultaneous service on the
audit committees of three other public companies does not impair her ability to
effectively serve on the Company's Audit Committee.

FEES OF INDEPENDENT AUDITORS

AUDIT FEES

The aggregate audit fees for the 2003 fiscal year and the 2002 fiscal year
were approximately $1,403,000 and $1,518,000, respectively. These amounts
include fees for professional services rendered by PricewaterhouseCoopers LLP in
connection with the audit of our consolidated financial statements and reviews
of our unaudited consolidated interim financial statements, as well as fees
related to consents and reports related to statutory audits.

AUDIT-RELATED FEES

The aggregate fees for audit-related services rendered by
PricewaterhouseCoopers LLP for the 2003 fiscal year and the 2002 fiscal year
were approximately $567,000 and $56,000, respectively. The fees under this
category relate to internal control review projects, a comfort letter in
connection with a Rule 144A debt offering, audits of employee benefit plans and
due diligence related to acquisitions.

TAX FEES

The aggregate fees for tax services rendered by PricewaterhouseCoopers LLP
for the 2003 fiscal year and the 2002 fiscal year were approximately $145,000
and $168,000, respectively. Tax fees relate to tax compliance and advisory
services and assistance with tax audits.

ALL OTHER FEES

The aggregate fees for all other services rendered by
PricewaterhouseCoopers LLP for the 2003 fiscal year and the 2002 fiscal year
were approximately $89,000 and $48,000, respectively. These fees relate to
general consulting services and projects related to corporate compliance.

None of the services described under the headings "-- AUDIT-RELATED FEES",
'-- TAX FEES" or "-- ALL OTHER FEES" above were approved by the Audit Committee
pursuant to the waiver procedure set forth in 17 CFR 210.2-01(c)(7)(i)(C).

The Audit Committee's "Polices and Procedures Regarding Approval of
Services Provided by the Independent Auditor" are set forth below.

THE SCOTTS COMPANY
THE AUDIT COMMITTEE
POLICIES AND PROCEDURES REGARDING
APPROVAL OF SERVICES PROVIDED BY THE INDEPENDENT AUDITOR

PURPOSE AND APPLICABILITY

We recognize the importance of maintaining the independent and objective
viewpoint of our independent auditors. We believe that maintaining independence,
both in fact and in appearance, is a shared responsibility involving management,
the Audit Committee and the independent auditors.

The Scotts Company (together with its consolidated subsidiaries, the
"Company") recognizes that the independent auditors possess a unique knowledge
of the Company and, as a worldwide firm, can provide necessary and valuable
services to the Company in addition to the annual audit. Consequently, this
policy sets forth policies, guidelines and procedures to be followed by the
Company when retaining the independent auditors to perform audit and nonaudit
services.

POLICY STATEMENT

All services provided by the independent auditors, both audit and nonaudit,
must be pre-approved by the Audit Committee or a designated member of the Audit
Committee ("Designated Member"). Pre-approval may be of classes of permitted
services, such as "audit services," "merger and acquisition due diligence
services" or similar broadly defined predictable or recurring services. Such
classes of services could include the following illustrative examples:

- Audits of the Company's financial statements required by law, the SEC,
lenders, statutory requirements, regulators and others.

- Consents, comfort letters, reviews of registration statements and similar
services that incorporate or include financial statements of the Company.

- Employee benefit plan audits.

- Tax compliance and related support for any tax returns filed by the
Company.

- Tax planning and support.

- Merger and acquisition due diligence services.

- Internal control reviews.

The Audit Committee may choose to establish fee thresholds for pre-approved
services, for example: "merger and acquisition due diligence services with fees
not to exceed $100,000 without additional pre-approval from the Audit
Committee."

The Audit Committee may delegate to a Designated Member, who must be
independent as defined under the rules and listing standards of the New York
Stock Exchange, the authority to grant pre-approvals of permitted services, or
classes of permitted services, to be provided by the independent auditors. The
decisions of a Designated Member to pre-approve a permitted service shall be
reported to the Audit Committee at each of its regularly scheduled meetings.

All fees (audit, audit related, tax and other) paid to the independent
auditors will be disclosed in the Company's annual proxy statement in accordance
with applicable SEC rules.

PROHIBITED SERVICES

The Company may not engage the independent auditors to provide the nonaudit
services described below.

1. BOOKKEEPING OR OTHER SERVICES RELATED TO THE ACCOUNTING RECORDS OR
FINANCIAL STATEMENTS OF THE COMPANY. The independent auditor cannot
maintain or prepare the Company's accounting records, prepare the
Company's financial statements that are filed with the SEC, or prepare
or originate source data underlying the Company's financial
statements, unless it is reasonable to conclude that the results of
these services will not be subject to audit procedures during an audit
of the Company's financial statements.

2. FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION. The
independent auditor cannot directly or indirectly operate, or
supervise the operation of, the Company's information system, manage
the Company's local area network, or design or implement a hardware or
software system that aggregates source data underlying the Company's
financial statements or generates information that is significant to
the Company's financial statements or other financial information
systems taken as a whole, unless it is reasonable to conclude that the
results of these services will not be subject to audit procedures
during an audit of the Company's financial statements.

3. APPRAISAL OR VALUATION SERVICES, FAIRNESS OPINIONS OR
CONTRIBUTION-IN-KIND REPORTS. The independent auditor cannot provide
any appraisal service, valuation service, or any service involving a
fairness opinion or contribution-in-kind report for the Company,
unless it is reasonable to conclude that the results of these services
will not be subject to audit procedures during an audit of the
Company's financial statements.

4. ACTUARIAL SERVICES. The independent auditor cannot provide any
actuarially oriented advisory services involving the determination of
amounts recorded in the financial statements and related accounts for
the Company other than assisting the Company in understanding the
methods, models, assumptions and inputs used in computing an amount,
unless it is reasonable to conclude that the results of these services
will not be subject to audit procedures during an audit of the
Company's financial statements.

5. INTERNAL AUDIT OUTSOURCING SERVICES. The independent auditor cannot
provide any internal audit service to the Company that relates to the
Company's internal accounting records, financial systems, or financial
statements, unless it is reasonable to conclude that the results of
these services will not be subject to audit procedures during an audit
of the Company's financial statements.

6. MANAGEMENT FUNCTIONS. Neither the independent auditor, nor any of its
partners or employees, can act, temporarily or permanently, as a
director, officer or employee of the Company, or perform any
decision-making, supervisory or ongoing monitoring function for the
Company.

7. HUMAN RESOURCES. The independent auditor cannot (A) search for or
seek out prospective candidates for Company managerial, executive or
director positions; (B) engage in psychological testing, or other
formal testing or evaluation programs for the Company; (C) undertake
reference checks of prospective candidates for executive or director
positions with the Company; (D) act as a negotiator on the Company's
behalf, such as determining position, status or title, compensation,
fringe benefits, or other conditions of employment; or (E) recommend
or advise the Company to hire a specific candidate for a specific job
(except that the independent auditor may, upon request by the Company,
interview candidates and advise the Company on the candidate's
competence for financial accounting, administrative or control
positions).

8. BROKER-DEALER, INVESTMENT ADVISER, OR INVESTMENT BANKING
SERVICES. The independent auditor cannot act as a broker-dealer,
promoter, or underwriter on behalf of the Company, make investment
decisions on behalf of the Company or otherwise have discretionary
authority over the Company's investments, execute a transaction to buy
or sell a Company investment, or have custody of assets of the
Company, such as taking temporary possession of securities purchased
by the Company.

9. LEGAL SERVICES. The independent auditor cannot provide any service to
the Company that, under the circumstances in which the service is
provided, could be provided only by someone licensed, admitted or
otherwise qualified to practice law in the jurisdiction in which the
service is provided.

10. EXPERT SERVICES UNRELATED TO THE AUDIT. The independent auditor
cannot provide an expert opinion or other expert service for the
Company, or the Company's legal representative, for the purpose of
advocating the Company's interests in litigation or in a regulatory or
administrative proceeding or investigation. In any litigation or
administrative proceeding or investigation, the independent auditor
may provide factual accounts, including in testimony, of work
performed or explain the positions taken or conclusions reached during
the performance of any service provided by the independent auditor to
the Company.

Non-prohibited services shall be deemed permitted services and may be
provided to the Company with the pre-approval of a Designated Member or the full
Audit Committee, as described herein.

AUDIT COMMITTEE REVIEW OF SERVICES

At each regularly scheduled Audit Committee meeting, the Audit Committee
shall review the following:

- A report summarizing the services, or grouping of related services,
provided by the independent auditors to the Company and associated fees.

- A listing of newly pre-approved services since the Audit Committee's last
regularly scheduled meeting.

- An updated projection for the current fiscal year, presented in a manner
consistent with required proxy disclosure requirements, of the estimated
annual fees to be paid to the independent auditors.

INDEPENDENT AUDITORS

The Audit Committee of the Board of Directors of the Company has selected
PricewaterhouseCoopers LLP as the Company's independent auditors for the 2004
fiscal year. PricewaterhouseCoopers LLP, a certified public accounting firm, has
served as the Company's independent auditors since 1986.

A representative of PricewaterhouseCoopers LLP is expected to be present at
the Annual Meeting to respond to appropriate questions and to make such
statements as he/she may desire.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Paul Hagedorn, who, along with his brother, James Hagedorn, and his sister,
Katherine Hagedorn Littlefield, is a general partner of the Hagedorn
Partnership, is employed by the Company as a graphics design specialist. During
the 2003 fiscal year, Paul Hagedorn received salary and bonus totaling $76,326
and employment benefits and reimbursement for travel expenses consistent with
those offered to other associates of the Company.

James Hagedorn is the President and Treasurer and owns 83% of the shares of
Hagedorn Aviation Inc., a company which owns the aircraft used for certain
business travel by James Hagedorn and, on occasion, certain other members of
senior management of the Company. His father, Horace Hagedorn, is the Vice
President of Hagedorn Aviation Inc. and owns the remaining 17% equity interest.
The Company pays charges by Hagedorn Aviation Inc. for flight time at the rate
of $150 per hour of flight. The charges cover the cost to operate and maintain
the aircraft. During the 2003 fiscal year, the Company paid a total of
approximately $12,000 to Hagedorn Aviation Inc. for such service, which
constituted more than five percent of Hagedorn Aviation Inc.'s consolidated
gross revenues for its last full fiscal year.

The Company subleases a portion of a building to the Hagedorn Partnership
at a rent of $1,437 per month plus payment for communication services. The
Hagedorn Partnership provides personnel, equipment and supplies to support the
Company's activities at that office. Under these arrangements, during the 2003
fiscal year, the Company paid $78,880 to the Hagedorn Partnership and was paid
$41,915.

SHAREHOLDER PROPOSALS FOR 2005 ANNUAL MEETING

Proposals of shareholders intended to be presented at the 2005 Annual
Meeting of Shareholders must be received by the Secretary of the Company no
later than August 17, 2004, to be included in the Company's proxy, notice of
meeting and proxy statement relating to that meeting. Upon receipt of a
shareholder proposal, the Company will determine whether or not to include the
proposal in the proxy materials in accordance with applicable rules and
regulations promulgated by the SEC.

The SEC has promulgated rules relating to the exercise of discretionary
voting authority pursuant to proxies solicited by the Board of Directors. If a
shareholder intends to present a proposal at the 2005 Annual Meeting of
Shareholders and does not notify the Secretary of the Company of the proposal by
October 31, 2004, the proxies solicited by the Board of Directors for use at the
2005 Annual Meeting may be voted on the proposal, without discussion of the
proposal in the Company's proxy statement for that Annual Meeting.

In each case, written notice must be given to the Company's Secretary, at
the following address: The Scotts Company, 14111 Scottslawn Road, Marysville,
Ohio 43041, Attn: Secretary.

OTHER BUSINESS

As of the date of this Proxy Statement, the Board of Directors knows of no
matter that will be presented for action at the Annual Meeting other than that
discussed in this Proxy Statement. If any other matter requiring a vote of the
shareholders properly comes before the Annual Meeting, the individuals acting
under the proxies solicited by the Board of Directors will vote and act
according to their best judgments in light of the conditions then prevailing.

ANNUAL REPORT ON FORM 10-K

Audited consolidated financial statements for the Company and its
subsidiaries for the 2003 fiscal year are included in the Company's 2003 Annual
Report which is being delivered with this Proxy Statement. Additional copies of
the Company's 2003 Annual Report and the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 2003 (excluding exhibits, unless such
exhibits have been specifically incorporated by reference therein) may be
obtained, without charge, from the Company's Investor Relations Department at
14111 Scottslawn Road, Marysville, Ohio 43041. The Form 10-K is also on file
with the SEC, Washington, D.C. 20549.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Only one copy of the Company's Proxy Statement and 2003 Annual Report is
being delivered to multiple registered shareholders who share an address unless
the Company has received contrary instructions from one or more of the
registered shareholders. A separate proxy card is being included for each
account at the shared address. The Company will promptly deliver, upon written
or oral request, a separate copy of each of these documents to a registered
shareholder at a shared address to which a single copy of the documents was
delivered. A registered shareholder at a shared address may contact the Company
by mail addressed to The Scotts Company, Investor Relations Department, 14111
Scottslawn Road, Marysville, Ohio 43041, or by phone at (937) 644-0011 to (A)
request additional copies of the Company's Proxy Statement and 2003 Annual
Report, (B) notify the Company that such registered shareholder wishes to
receive a separate annual report and proxy statement in the future or (C)
request

delivery of a single copy of annual reports and proxy statements in the future
if registered shareholders at the shared address are currently receiving
multiple copies.

Many brokerage firms and other holders of record have also instituted
householding. If your family or others with a shared address have one or more
"street name" accounts under which you beneficially own common shares, you may
have received householding information from your broker, financial institution
or other nominee in the past. Please contact the holder of record directly if
you have questions, require additional copies of the Company's Proxy Statement
or 2003 Annual Report or wish to revoke your decision to household and thereby
receive multiple copies. You should also contact the holder of record if you
wish to institute householding. These options are available to you at any time.

By Order of the Board of Directors,

/s/ James Hagedorn
JAMES HAGEDORN
President, Chief Executive Officer
and Chairman of the Board

APPENDIX I

THE SCOTTS COMPANY

AUDIT COMMITTEE CHARTER

ARTICLE I
PURPOSE

The Audit Committee (the "Committee") of the Board of Directors (the
"Board") of The Scotts Company (the "Company") is appointed by the Board to: (1)
oversee the accounting and financial reporting processes of the Company, (2)
oversee the audits of the financial statements of the Company, (3) appoint,
compensate and oversee the Company's independent auditor employed by the Company
for the purpose of preparing or issuing an audit report or related work
("External Auditor"), and (4) assist the Board in its oversight of:

- the integrity of the Company's financial statements;

- the Company's compliance with applicable laws, rules and regulations,
including applicable rules of the New York Stock Exchange (collectively,
"Applicable Rules"); and

- the performance of the Company's internal audit function.

While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate and
are in accordance with generally accepted accounting principles, such duties
being the responsibility of management (the financial statements) and the
External Auditor (the audits).

ARTICLE II
ASSESSMENTS

The Committee shall review and reassess the adequacy of this Charter and
evaluate the Committee's performance no less frequently than annually. The
Committee shall make any recommendations arising out of such review,
reassessment and evaluation to the Board.

ARTICLE III
COMPOSITION

1. The Committee shall consist of at least three directors, all of whom
shall have no relationship to the Company that may interfere with the exercise
of their independence from management, as determined annually on the
recommendation of the Governance and Nominating Committee.

2. Each Committee member shall be financially literate as required by
Applicable Rules or must become financially literate within a reasonable time
after his or her appointment to the Committee.

3. At least one Committee member must be a financial expert and must have
accounting or related financial management expertise each as defined by
Applicable Rules.

4. If a Committee member serves on the audit committee of more than two
other public companies, such member shall promptly inform the Committee and the
Governance and Nominating, and the Governance and Nominating Committee shall
recommend to the Board, and the Board shall determine, whether such simultaneous
service would impair the ability of such member to effectively serve on the
Committee.

5. The Company shall disclose Board determinations in respect of the
independence of the Committee members in the Company's proxy statement for the
Company's annual meeting.

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6. The Committee shall be nominated by the Governance and Nominating
Committee and appointed by the Board. One Committee member shall be nominated by
the Governance and Nominating Committee and designated by the Board as the
Chairman of the Committee.

7. Following a recommendation by the Governance and Nominating Committee,
a majority of the members of the Board who are independent under the Applicable
Rules may remove a Committee member at any time.

8. The Committee shall meet at least four times per year and shall make
regular reports to the Board on the Committee's activities. To the extent
permitted by the Company's Articles and Code of Regulations, the Committee may
also take action by unanimous written consent.

ARTICLE IV
ADVISORS

The Committee shall have the authority to engage and compensate independent
counsel and other advisors, as it determines necessary to carry out its duties,
and may, as appropriate, obtain outside advice and assistance from legal,
accounting and other advisors. The Company shall provide for appropriate
funding, as determined by the Committee in its capacity as a committee of the
Board, for payment of compensation to the External Auditor employed by the
Company for the purpose of rendering or issuing an audit report and to any
advisors employed by the Committee, and payment of ordinary administrative
expenses of the Company.

ARTICLE V
AUTHORITY AND SPECIFIC DUTIES

EXTERNAL AUDITOR RETENTION AND OVERSIGHT

1. The Committee shall be directly responsible for the appointment,
compensation and oversight of the work of the External Auditor. The Committee
shall have the sole authority to retain and replace the External Auditor. The
External Auditor shall not be permitted to render any services to the Company
unless the terms of, and the fees to be paid for, such services, whether audit
services or otherwise, have been approved by the Committee as provided for under
paragraphs 4, 5 and 6 below. The External Auditor shall report directly to the
Committee.

2. The Committee shall obtain annually from the External Auditor a written
list of all of their relationships with and professional services provided to
the Company and its related entities, as required by Independent Standards Board
Standard No. 1, Independence Discussions with Committees, other applicable
standards and Applicable Rules, and review no less frequently than annually a
report from the External Auditor regarding (a) the External Auditor's internal
quality-control procedures, (b) any material issues raised by the most recent
internal quality-control review, or peer review, of the External Auditor, or by
any inquiry or investigation by governmental or professional authorities within
the preceding five years respecting one or more independent audits carried out
by the External Auditor, and any steps taken to deal with any such issues, and
(c) (to assess the External Auditor's independence) all relationships between
the External Auditor and the Company.

3. The Committee shall evaluate the qualifications, performance and
independence of the External Auditor and the senior members of the External
Auditor team, taking into account (a) the opinions of management and the
Company's internal auditors, (b) an assessment of whether the External Auditor's
quality controls are adequate, and (c) an assessment of whether the provision of
non-audit services, if any, is compatible with maintaining the External
Auditor's independence. The Committee shall assure the regular rotation of the
lead audit partner of the External Auditor as required by Applicable Rules and
consider whether, in order to assure continuing auditor independence, there
should be regular rotation of the audit firm itself. The Committee shall take
such additional actions as it deems necessary to satisfy itself of the
qualifications, performance and independence of the External Auditor.
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4. The Committee shall, and shall have sole authority to, pre-approve (a)
all audit services, which may entail providing comfort letters in connection
with securities underwritings, and (b) non-audit services, which means any
professional services provided to the Company by the External Auditor other than
those provided to the Company in connection with an audit or a review of the
financial statements of the Company.

5. The Committee may satisfy its pre-approval duties under Paragraph 4
above by delegating pre-approval authority to one or more members of the
Committee pursuant to procedures that are detailed as to the particular service.
A pre-approval granted pursuant to the preceding sentence shall be reported to
the Committee at the next Committee meeting following such pre-approval.

6. The pre-approval requirements of Paragraphs 4 and 5 are waived with
respect to External Auditor services other than audit, review or attest
services, if (a) the aggregate amount of all such services constitutes no more
than five percent of the total amount of revenues paid by the Company to the
External Auditor during the Company's fiscal year in which the services are
provided; (b) such services are not recognized by the Company at the time of the
engagement to be non-audit services; and (c) such services are promptly brought
to the attention of the Committee and approved prior to the completion of the
audit by the Committee or the person or persons to whom pre-approval authority
has been delegated under Paragraph 5 above.

7. The Company must disclose the following in each of the Company's proxy
statements: (a) the Committee's pre-approval policies and procedures, (b) the
percentage of the total fees paid to the External Auditor where the de minimis
exception described in Paragraph 6 above was used, and (c) the amount of audit
fees, audit-related fees, tax fees and all other fees paid by the Company to the
External Auditor for the two most recently completed fiscal years.

8. Upon the commencement of the operations of the Public Company
Accounting Oversight Board established under Section 101 of the Sarbanes-Oxley
Act of 2002 (the "Oversight Board"), the Committee shall be responsible for
overseeing compliance by the Company and the External Auditor with the
requirements imposed by the Oversight Board. The Committee shall obtain
assurances from the External Auditor that the auditor has complied with Section
10A of the Securities Exchange Act of 1934, the rules and policies of the
Oversight Board and all other Applicable Rules.

9. The Committee shall set clear hiring policies for employees or former
employees of the External Auditor.

INDEPENDENT AUDIT

10. The Committee shall review with the External Auditor, and approve,
prior to the beginning of their audit, the scope of the External Auditor's
examination. The Committee's review should include an explanation from the
External Auditor of the factors considered by the auditors in determining the
audit scope, including the major risk factors.

11. The Committee shall inquire about the extent to which external
accountants other than the principal External Auditor are used and understand
the rationale for using them and the extent of the review of their work to be
performed by the principal External Auditor.

12. The Committee shall on a timely basis obtain and review reports from
the External Auditor relating to the performance of the audit in accordance with
Applicable Rules.

13. The Committee shall discuss with the External Auditor the matters
required to be discussed by the Statement on Auditing Standards No. 61 relating
to the conduct of the audit.

14. The Committee shall review with the External Auditor any audit
problems or difficulties and management's response, including without limitation
whether there were any restrictions on the scope of the External Auditor's
activities or on access to requested information and any significant
disagreements with management. As considered appropriate by the Committee, the
review may include a review of any accounting adjustments that were noted or
proposed by the External Auditor but were passed on by the
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Company as immaterial or otherwise, and discuss with the External Auditor any
issues on which the national office of the External Auditor was consulted by the
External Auditor team respecting auditing or accounting issues arising in
connection with the External Auditor's provision of services to the Company. The
Committee shall review all material written communications between the External
Auditor and management that are delivered to the Committee, including, without
limitation, any management or internal control letter issued, or proposed to be
issued, by the External Auditor to the Company. The Committee shall be
responsible for resolving disagreements between management and the External
Auditor regarding financial reporting.

DISCLOSURE AND FINANCIAL REPORTING

15. The Committee shall review and discuss with management and the
External Auditor the Company's annual audited financial statements and quarterly
financial statements, including the Company's disclosures under the section
"Management's Discussion and Analysis of Financial Condition and Results of
Operation", and the Committee shall recommend whether the annual audited
financial statements should be included in the Company's annual report on Form
10-K.

16. The Committee shall review management's internal control report prior
to its inclusion in the annual report on Form 10-K.

17. The Committee shall prepare the report required by the SEC's proxy
rules to be included in the Company's annual proxy statement, or, if the Company
does not file a proxy statement, in the Company's annual report to be filed on
Form 10-K with the SEC.

18. The Committee shall discuss earnings press releases, as well as
financial information and earnings guidance provided to analysts and ratings
agencies, in accordance with Applicable Rules.

OTHER MATTERS THE COMMITTEE SHALL SPECIFICALLY ADDRESS

19. The Committee shall discuss with management and the External Auditor
the significant financial reporting and disclosure items emphasized by the
Applicable Rules, including, for example:

- Critical accounting policies;

- Liquidity;

- Special purpose entities and off-balance sheet transactions; and

- Related party transactions.

20. The Committee shall review the following matters related to the
Company's financial reporting process:

- Whether there were any significant financial reporting issues discussed
during the period and, if so, how they were resolved and whether a second
opinion was sought;

- Major issues regarding accounting principles and financial statement
presentations;

- The nature of any material correcting adjustments identified by the
External Auditor;

- The use of pro-forma figures in any filings with the SEC or other public
disclosure, release or pre-release;

- The methods used to account for significant unusual transactions;

- The substance of any significant litigation, contingencies or claims that
had, or may have, a significant impact on the financial statements;

- Reports from the External Auditor regarding alternative treatments of
financial information within generally accepted accounting principles
that the External Auditor has discussed with management,

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ramifications of the use of such alternative disclosures and treatments
and the treatment preferred by the External Auditor; and

- The effect of regulatory and accounting initiatives on the financial
statements of the Company.

21. The Committee shall take the following actions regarding legal and
regulatory compliance:

- Review and discuss the effect of regulatory and accounting initiatives
with management and the External Auditor; and

- Review and discuss the Company's compliance with legal and regulatory
requirements with management and the External Auditor.

22. At least annually, the Committee shall discuss with management,
including the risk manager, policies with respect to risk assessment and risk
management, including guidelines and policies governing the process by which
risk management is handled, the Company's major financial risk exposure and the
steps management has taken to monitor and control such exposures.

23. The Company shall review and discuss with management and the Company's
lawyers any risk factor disclosure of the Company prior to its disclosure.

OVERSIGHT OF INTERNAL AUDIT FUNCTION

24. The Company's internal auditors shall receive instructions from the
Chief Financial Officer of the Company. The Committee shall discuss with
management, the internal auditors and the External Auditor the internal audit
function, the adequacy and scope of the annual internal audit plan, budget and
staffing and any recommended material changes in the planned scope of the
internal audit function. The internal auditors may at any time, at their option
or on the direction of the Committee, report on any matter directly to the
Committee. The Committee has the authority to meet privately with any and all
internal audit staff at any time, or from time to time, at the Committee's sole
discretion.

25. The Committee shall periodically review the work and performance of
the internal audit function.

OVERSIGHT OF INTERNAL CONTROLS

26. The Committee shall review on an annual basis the adequacy of internal
controls, steps adopted in light of material control deficiencies and
significant internal control recommendations identified through the internal or
external audit process and ensure that appropriate corrective actions are
instituted.

27. The Committee shall review and discuss with management and the
External Auditor the assessment of internal controls and the internal control
report made by management and the attestation and report related to the
assessment by the External Auditor, in each case as required by Applicable
Rules.

28. The Committee shall establish procedures for (a) the receipt,
retention, and treatment of complaints received by the Company regarding
accounting, internal accounting controls, auditing matters or other compliance
matters, and (b) the confidential, anonymous submission by employees of the
Company of concerns regarding accounting or auditing matters.

GENERAL COMPLIANCE AND OVERSIGHT

29. The Committee shall periodically meet separately with management, with
the internal auditors and with the External Auditor.

30. The Committee shall regularly report to the Board and review with the
Board any issues that arise with respect to the quality or integrity of the
Company's financial statements, the Company's compliance with legal or
regulatory requirements, the qualifications, performance and independence of the
External Auditor, or the performance of the internal audit function.

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31. The Committee shall have the authority to establish other rules and
operating procedures in order to fulfill its obligations under this Charter and
Applicable Rules.

32. The Committee shall, no less frequently than quarterly, review with
the Chief Executive Officer and the Chief Financial Officer the Company's
disclosure controls and procedures and management's conclusions about the
adequacy of such disclosure controls and procedures.

33. The Committee shall receive reports from the General Counsel on at
least an annual basis regarding the Company's compliance program, and review
matters regarding the distribution of and compliance with the Company's Code of
Business Conduct and Ethics.

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THE SCOTTS COMPANY

2004 ANNUAL MEETING OF SHAREHOLDERS

The Berger Learning Center
14111 Scottslawn Road
Marysville, Ohio 43041
937-644-0011
Fax 937-644-7568

JANUARY 29, 2004 AT 10:00 A.M., LOCAL TIME

[MAP TO ANNUAL MEETING]

DIRECTIONS

From Port Columbus to The Scotts Company World Headquarters, The Berger Learning
Center.

Leaving Port Columbus, follow signs to I-270 North. Take I-270 around the city
to Dublin. Exit Route 33 to Marysville (northwest) and continue approximately 15
miles.

Take the Scottslawn Road exit. Make a left and cross over highway. The Scotts
Company World Headquarters -- Horace Hagedorn Building is the first left. Follow
signs for entry into The Berger Learning Center.

VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting
instructions up until 11:59 P.M. Eastern Time the
THE SCOTTS COMPANY day before the meeting date. Have your proxy card
14111 SCOTTSLAWN ROAD in hand when you access the web site and follow
MARYSVILLE, OH 43041 the instructions to obtain your records and to
create an electronic voting instruction form.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your
voting instructions up until 11:59 P.M. Eastern
Time the day before the meeting date. Have your
proxy card in hand when you call and then follow
the instructions.

VOTE BY MAIL
Mark, sign, and date your proxy card and return it
in the postage-paid envelope we have provided or
return it to The Scotts Company, c/o ADP, 51
Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
SCTCO1 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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THE SCOTTS COMPANY
VOTE ON DIRECTORS
(YOUR BOARD RECOMMENDS THAT YOU VOTE FOR ALL NOMINEES)
1. Election of four directors, each for a term of To withhold authority to vote for any individual
three years to expire at the 2007 Annual Meeting: For Withhold For All nominee, mark "For All Except" and write the
All All Except nominee's number on the line below.
Nominees: 01) Mark R. Baker
02) Joseph P. Flannery ------------------------------------------------
03) Katherine Hagedorn Littlefield [ ] ] ] [ ]
04) Patrick J. Norton

THE INDIVIDUALS DESIGNATED TO VOTE THIS PROXY ARE AUTHORIZED TO VOTE, IN
THEIR DISCRETION, UPON SUCH OTHER MATTERS (NONE KNOWN AT THE TIME OF
SOLICITATION OF THIS PROXY) AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING
OR ANY ADJOURNMENT.

Please sign exactly as your name is stenciled hereon.

Note: Please fill in, sign, date and return this proxy card in the enclosed
envelope. When signing as Attorney, Executor, Administrator, Trustee or
Guardian, please give full title as such. If holder is a corporation, please
sign the full corporate name by authorized officer. Joint Owners should each
sign individually. (Please note any change of address on this proxy card).

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
-----------------------------------------------------------------------------------------------------------------------------------

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THE SCOTTS COMPANY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 29, 2004

The undersigned holder(s) of common shares of The Scotts Company (the "Company")
hereby appoints James Hagedorn and David M. Aronowitz, and each of them, the
proxies of the undersigned, with full power of substitution in each, to attend
the Annual Meeting of Shareholders of the Company to be held at The Berger
Learning Center, 14111 Scottslawn Road, Marysville, Ohio 43041, on Thursday,
January 29, 2004, at 10:00 a.m., local time in Marysville, Ohio, and any
adjournment, and to vote all of the common shares which the undersigned is
entitled to vote at such Annual Meeting or any adjournment.

WHERE A CHOICE IS INDICATED, THE COMMON SHARES REPRESENTED BY THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED OR NOT VOTED AS SPECIFIED. IF NO CHOICE IS
INDICATED, THE COMMON SHARES REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" THE
ELECTION OF THE NOMINEES LISTED IN PROPOSAL NO. 1 AS DIRECTORS OF THE COMPANY.
IF ANY OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR ANY
ADJOURNMENT, OR IF A NOMINEE FOR ELECTION AS A DIRECTOR NAMED IN THE PROXY
STATEMENT IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, THE COMMON SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE INDIVIDUALS
DESIGNATED TO VOTE THE PROXY ON SUCH MATTERS OR FOR SUCH SUBSTITUTE NOMINEE(S)
AS THE DIRECTORS MAY RECOMMEND.

IF COMMON SHARE UNITS ARE ALLOCATED TO THE ACCOUNT OF THE UNDERSIGNED UNDER THE
SCOTTS COMPANY RETIREMENT SAVINGS PLAN (THE "RSP"), THEN THE UNDERSIGNED HEREBY
DIRECTS THE TRUSTEE OF THE RSP TO VOTE ALL COMMON SHARES OF THE COMPANY
REPRESENTED BY THE UNITS ALLOCATED TO THE UNDERSIGNED'S ACCOUNT UNDER THE RSP IN
ACCORDANCE WITH THE INSTRUCTIONS GIVEN HEREIN, AT THE COMPANY ANNUAL MEETING AND
AT ANY ADJOURNMENT, ON THE MATTERS SET FORTH ON THE REVERSE SIDE. IF NO
INSTRUCTIONS ARE GIVEN, THE PROXY WILL NOT BE VOTED BY THE TRUSTEE OF THE RSP.

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and the related Proxy Statement, and the Company's 2003 Annual
Report. Any proxy heretofore given to vote the common shares which the
undersigned is entitled to vote at the Annual Meeting is hereby revoked.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE SCOTTS COMPANY

(This proxy continues and must be signed and dated on the reverse side)

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