PERFORMANCE SHARE AWARD AGREEMENT FOR EMPLOYEES

Exhibit 10(n)

THE SCOTTS MIRACLE-GRO COMPANY
2006 LONG-TERM INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT FOR EMPLOYEES
(WITH RELATED DIVIDEND EQUIVALENTS)

PERFORMANCE SHARES GRANTED
TO BARRY SANDERS ON OCTOBER 30, 2007

The Scotts Miracle-Gro Company (“Company”) believes that its business interests are best served by ensuring that you have an opportunity to share in the Company’s business success. To this end, the Company adopted The Scotts Miracle-Gro Company 2006 Long-Term Incentive Plan (“Plan”) through which key employees, like you, may acquire (or share in the appreciation of) common shares, without par value, of the Company (“Shares”). Capitalized terms that are not defined in this Award Agreement have the same meanings as in the Plan.

This Award Agreement describes the type of Award that you have been granted and the terms and conditions of your Award. To ensure you fully understand these terms and conditions, you should:

     - Read the Plan and this Award Agreement carefully; and

     - Contact Pam Kuryla, Vice President, Global Total Rewards at (937) 644-7634 if you have any questions about your Award. Or, you may send a written inquiry to the address shown below:

The Scotts Miracle-Gro Company
Attention: Pam Kuryla
14111 Scottslawn Road
Marysville, Ohio 43041

Also, no later than December 15, 2007 you must return a signed copy of this Award Agreement to:

Merrill Lynch
Attention: Edward J. Yen & Associates
8425 Pulsar Pl., Ste. 200
Columbus, OH 43240
(800) 285-0648

The Company intends that this Award not be considered to provide for “deferred compensation” under Section 409A of the Code and that this Award Agreement be so administered and construed. You agree that the Company may modify this Award Agreement, without any further consideration, to fulfill this intent, even if those modifications change the terms of your Award and reduce its value or potential value.

You have been granted the right to receive up to 40,000 Performance Shares in the aggregate, which includes up to 10,000 Performance Shares for the Fiscal Year 2008 Performance Period (the “2008 Performance Shares”), up to 10,000 Performance Shares for the Fiscal Year 2009 Performance Period (the “2009 Performance Shares”) and up to 20,000 Performance Shares for the Fiscal Year 2010 Performance Period (the “2010 Performance Shares”), and an equal number of related dividend equivalents, subject to the terms and conditions of the Plan and this Award Agreement. Each whole Performance Share represents the right to receive one full Share at the time and in the manner described in this Award Agreement. Each dividend equivalent represents the right to receive a cash amount and/or additional Performance Shares (determined in accordance with Section 4(e)(ii)) in respect of the dividends that are declared and paid during the relevant Performance Period (as described in Section 2) with respect to the Share represented by the related Performance Share.

     (a)  PERFORMANCE PERIODS.

          (i) The “Fiscal Year 2008 Performance Period” is the period beginning on October 1, 2007 and ending on September 30, 2008.

          (ii) The “Fiscal Year 2009 Performance Period” is the period beginning on October 1, 2008 and ending on September 30, 2009.

          (iii) The “Fiscal Year 2010 Performance Period” is the period beginning on October 1, 2009 and ending on September 30, 2010.

     (b)  SETTLEMENT. As soon as practicable following the last day of the relevant Performance Period, the Committee will ascertain whether any of the performance goals (as described in Section 3) were satisfied during such Performance Period and the extent to which such performance goals have been satisfied. If none of the performance goals were satisfied during the relevant Performance Period, all of your Performance Shares relating to such Performance Period will be forfeited. If one or more of the performance goals were satisfied during such Performance Period:

          (i) The Committee will ascertain the number of Performance Shares which you earned (and which have become vested) over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved; and

          (ii) Within 60 days after the last day of the relevant Performance Period, the Company will distribute to you (A) a number of full Shares to you equal to the number of whole Performance Shares that became vested on the last day of the relevant Performance Period and (B) a cash amount for any fractional Performance Share that became vested on the last day of the relevant Performance Period, determined based upon the Fair Market Value of a Share on the last day of such Performance Period.

     (c) There are some special situations in which your Performance Shares may vest earlier. These are described in Sections 4(a)(ii) and 4(c) of this Award Agreement.

     (a) The performance goals established by the Committee with respect to the 2008 Performance Shares are detailed in Attachment A.

     (b) The performance goals with respect to the 2009 Performance Shares and the 2010 Performance Shares will be established by the Committee and set forth in supplemental Attachments B and C, respectively, to this Award Agreement no later than 90 days following the first day of the relevant Performance Period.

     (a)  YOU WILL FORFEIT YOUR PERFORMANCE SHARES IF YOU TERMINATE BEFORE THE END OF THE RELEVANT PERFORMANCE PERIOD.

     (i) Except as provided in Section 4(a)(ii) or 4(c):

          (A) Your 2008 Performance Shares will be forfeited if you Terminate for any reason (including retirement) before September 30, 2008.

          (B) Your 2009 Performance Shares will be forfeited if you Terminate for any reason (including retirement) before September 30, 2009.

          (C) Your 2010 Performance Shares will be forfeited if you Terminate for any reason (including retirement) before September 30, 2010.

For purposes of this Award Agreement, “Terminate” (or any form thereof) means cessation of the employee-employer relationship between you and the Company and all Affiliates and Subsidiaries for any reason.

     (ii) Notwithstanding the foregoing, if your employment is Terminated without Cause or for Good Reason (each as defined in the Employment Agreement for Barry Sanders, effective as of October 1, 2007, between you and The Scotts Company LLC), the Committee, in its sole discretion, shall have the authority to vest any or all of your Performance Shares (for any or all of the relevant Performance Periods) and distribute a number of Shares to you equal to the number of Performance Shares so vested no later than 60 days following such Termination.

     (b) YOU MAY FORFEIT YOUR PERFORMANCE SHARES IF YOU ENGAGE IN CONDUCT THAT IS HARMFUL TO THE COMPANY (OR ANY AFFILIATE OR SUBSIDIAR