THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Scotts Miracle-Gro Company (The) (SMG)

12/20/2005 Proxy Information

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 Scotts LLC as a graphics design specialist. During the 2005 fiscal year, Paul Hagedorn received salary and bonus totaling $128,437 and employment benefits and reimbursement for travel expenses consistent with those offered to other associates of Scotts LLC.

James Hagedorn is the President and Treasurer and owns 100% 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. Scotts LLC pays charges by Hagedorn Aviation Inc. for flight time at the rate of $200 per hour of flight. The charges cover the cost to operate and maintain the aircraft. During the 2005 fiscal year, Scotts LLC paid a total of approximately $16,000 to Hagedorn Aviation Inc. for such service, which constituted more than five percent of Hagedorn Aviation Inc.Ős consolidated gross revenues for its last full fiscal year.

Scotts LLC 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 Scotts LLC activities at that office. Under these arrangements, during the 2005 fiscal year, Scotts LLC paid $60,000 to the Hagedorn Partnership and was paid $45,725 by the Hagedorn Partnership

12/23/2004 S-4/A Information

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 Scotts as a graphics design specialist. During the 2004 fiscal year, Paul Hagedorn received salary and bonus totaling $124,926 and employment benefits and reimbursement for travel expenses consistent with those offered to other associates of Scotts.

James Hagedorn is the President and Treasurer and owns 96.2% 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 Scotts. His father, Horace Hagedorn, is the Vice President of Hagedorn Aviation Inc. and owns the remaining 3.8% equity interest. Scotts 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 2004 fiscal year, Scotts paid a total of approximately $12,800 to Hagedorn Aviation Inc. for such service, which constituted more than five percent of Hagedorn Aviation Inc.Ős consolidated gross revenues for its last full fiscal year.

Scotts 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 ScottsŐ activities at that office. Under these arrangements, during the 2004 fiscal year, Scotts paid $83,104 to the Hagedorn Partnership and was paid $49,536.

Patrick J. Norton retired on January 1, 2003, after having served as Executive Vice President and Chief Financial Officer of Scotts Miracle-Gro Company since May 2000 and as interim Chief Financial Officer from February 2000 to May 2000.

12/19/2003 Proxy Information

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.