Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amendment to The Scotts Company LLC Executive Retirement Plan On December 30, 2008, The Scotts Company LLC Executive Retirement Plan was amended and restated, effective as of January 1, 2005 (as so amended and restated, the "Amended and Restated ERP"), in order to ensure compliance with
Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. The Amended and Restated ERP is a non-qualified deferred compensation plan. The foregoing description of the Amended and Restated ERP is qualified in its entirety by reference to the full text of the Amended and Restated ERP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 9.01 - Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Shell company transactions:
Not applicable.
(d) Exhibits:

Exhibit No. Description Location 10.1 The Scotts Company LLC Executive Retirement Plan, As Filed herewith Amended and Restated as of January 1, 2005

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