The Scotts Miracle-Gro Company (SMG) 8-K Entry into a Material Definitive Agreement

EXHIBIT 10.3

[The Scotts Miracle-Gro Company Letterhead]

Denise Stump
Executive Vice President, Human Resources Global

October 25, 2005

Mr. Patrick Norton
[Address]

Re: Extension of Letter Agreement through 1/31/06

Dear Patrick:

As you are aware, the Compensation & Organization Committee of the Board of Directors approved, at the October 12, 2005 Committee meeting, an extension of your Letter Agreement. The Letter Agreement now concludes effective 1/31/06. This extension will allow for the vesting of your 10,000 stock options granted on 1/28/05.

Please let me know if you would like to discuss this further, or if you have any additional questions.

Sincerely,

/s/ Denise

Denise Stump