Scotts Miracle-Gro Co., et al. – ‘4’ for 8/5/14 re: AeroGrow International, Inc. – ‘EX-24’

On:  Thursday, 8/7/14, at 5:56pm ET   ·   For:  8/5/14   ·   As:  10% Owner   ·   Accession #:  1182489-14-870   ·   File #:  1-33531

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Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      9K 
                Securities by an Insider -- edgar.xml/3.6                        
 2: EX-24       Power of Attorney                                      2±     7K 
 3: EX-24       Power of Attorney                                      2±     7K 

‘EX-24’   —   Power of Attorney

POWER OF ATTORNEY                                                               

  The undersigned officer and/or director of SMG Growing Media, Inc.
(the "Company"), hereby constitutes and appoints each of Vincent C. Brockman,   
Tara Charnes and Kathy L. Uttley, signing singly, the undersigned's true and    
lawful attorney-in-fact and agent to:                                           

1) execute for, in the name of and on behalf of the undersigned Forms 3, 4 and  
5 with respect to the securities of the Company beneficially owned by the       
undersigned in accordance with Section 16(a) of the Securities Exchange         
Act of 1934, as amended (the "1934 Act") and the rules and regulations          
thereunder and Form 144 with respect to the securities of the Company           
beneficially owned by the undersigned in accordance with Rule 144 under the     
Securities Act of 1933, as amended (the "Securities Act");                      

2) do and perform any and all acts for, in the name of and on behalf of the     
undersigned which may be necessary or desirable to complete and execute any     
such Form 3, 4 or 5 or such Form 144, complete and execute any amendment or     
amendments thereto, and timely file any such form (and any such amendment or    
amendments) with the United States Securities and Exchange Commission and any   
stock exchange or similar authority; and                                        

3) take any other action of any type whatsoever in connection with the          
foregoing which, in the opinion of such attorney-in-fact, may be of benefit     
to, in the best interest of, or legally required by, the undersigned, it being  
understood that the documents executed by such attorney-in-fact on behalf       
of the undersigned pursuant to this Power of Attorney shall be in such form     
and shall contain such terms and conditions as such attorney-in-fact may        
approve in such attorney-in-fact's discretion.                                  

The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform each and every act and thing              
whatsoever requisite, necessary or proper to be done in the exercise of         
any of the rights and powers herein granted, as fully to all intents and        
purposes as the undersigned might or could do if personally present, with       
full power of substitution and resubstitution, hereby ratifying and confirming  
all that such attorney-in-fact, or such attorney-in-fact's substitute or        
substitutes, shall lawfully do or cause to be done by virtue of this Power      
of Attorney and the rights and powers herein granted.  The undersigned          
acknowledges that the above-named attorneys-in-fact, in serving in such         
capacity at the request of the undersigned, are not assuming, nor is the        
Company assuming, any of the undersigned's responsibilities to comply           
with Section 16 of the 1934 Act and/or Rule 144 under the Securities Act.       

  This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 or Form 144      
with respect to the undersigned's holdings of and transactions in securities    
issued by the Company, unless earlier revoked by the undersigned in a signed    
writing delivered to the above-named attorneys-in-fact.                         

IN WITNESS WHEREOF, the undersigned has caused this Power       
of Attorney to be executed as of this 2nd day of May, 2013.                     

       /s/ Aimee M. DeLuca for
               SMG Growing Media, Inc.
         Signature

Aimee M. DeLuca 
          Print Name