Committee Uses in Article 8 (Restricted Stock and Restricted Stock Units Clause

Article 8 (Restricted Stock and Restricted Stock Units from Incentive Plan

This Sub-Plan, adopted under The Scotts Miracle-Gro Company Long-Term Incentive Plan (the Plan), is made as of the 30th day of October, 2007, pursuant to resolutions adopted by the Compensation and Organization Committee of the Board of The Scotts Miracle-Gro Company (the Company), and the provisions of Article 21.9 of the Plan.

Article 8 (Restricted Stock and Restricted Stock Units. Article 8 of the Plan shall be extended by the addition of the following sub-Article: 8.8 Section 430 Election. The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditional upon the Participant making a joint election with the Company or a Subsidiary with respect to the Award under Section 430(1) of the United Kingdom Income Tax (Earnings and Pensions) Act 2003.]