**Exhibit 3.6**

 

**CERTIFICATEOF AMENDMENT**

**TO**

**AMENDEDAND RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**UNITEDINDUSTRIES CORPORATION**

 

*    *     *     *

 

*Adopted inaccordance with the provisions of §242of the General Corporation Lawof the State of Delaware*

 

*     *    *     *

 

Robert L. Caulk, being the President and Chief Executive Officer ofUnited Industries Corporation, a corporation duly organized and existing underand by virtue of the General Corporation Law of the State of Delaware (the “**Corporation**”),DOES HEREBY CERTIFY as follows:

 

**FIRST:**  Part A of Article Four of theAmended and Restated Certificate of Incorporation of the Corporation is amendedin its entirety to read in full as set forth on Exhibit A attachedhereto (the “**Charter Amendment**”).

 

**SECOND:**  The Board of Directors of the Corporationadopted the resolutions set forth below proposing the Charter Amendment anddirected that the Charter Amendment be submitted to the holders of the issuedand outstanding shares of capital stock of the Corporation entitled to votethereon for their consideration and approval:

 

“RESOLVED, that the Amended and RestatedCertificate of Incorporation of the Corporation (the “**Amended and Restated Certificate ofIncorporation**”) be, and hereby is, amended in accordance withSection 242 of the General Corporation Law of the State of Delaware bydeleting Part A of Article Four thereof in its entirety andsubstituting Part A of Article Four as set forth on Exhibit Aattached hereto;

 

FURTHER RESOLVED, that the Board herebydetermines and declares that the foregoing proposed amendment to the Amendedand Restated Certificate of Incorporation attached hereto as Exhibit Ais advisable and in the best interests of the Corporation and

 

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hereby directs that said amendment be submitted to the holders of theissued and outstanding shares of capital stock of the Corporation entitled tovote thereon for their consideration and approval; and

 

FURTHER RESOLVED, that upon the approval ofthe foregoing proposed amendment to the Amended and Restated Certificate ofIncorporation attached hereto as Exhibit A by the holders of the issuedand outstanding shares of capital stock of the Corporation entitled to votethereon, the Chief Executive Officer, Chief Financial Officer and Secretary ofthe Corporation (each an “**Authorized Officer**”) be, and eachacting jointly or singly hereby is, authorized and empowered to execute aCertificate of Amendment to the Amended and Restated Certificate ofIncorporation (the “**Certificate of Amendment**”) in the nameand on behalf of the Corporation and under its corporate seal or otherwise, andto cause the Certificate of Amendment to be filed with the office of theSecretary of State of Delaware and in the office of the Recorder of Deeds forNew Castle County, Delaware.”

 

**THIRD: **The CharterAmendment was duly adopted in accordance with §228 and §242 of the GeneralCorporation Law of the State of Delaware by the holders of at least a majorityof the issued and outstanding shares of the capital stock of the Corporationentitled to vote thereon.

 

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IN WITNESS WHEREOF, the undersigned does hereby certify under penaltiesof perjury that this Certificate of Amendment to the Amended and RestatedCertificate of Incorporation of the Corporation is the act and deed of theundersigned and the facts stated herein are true and accordingly has hereuntoset his hand this 29th day of July, 2004.

 

 
|   | United Industries Corporation, |
|--------|--------------------------------|
|   | a Delaware corporation         |
|   |                           |
|   |                           |
|   | By:                            |   /s/  Robert L.  Caulk |   |
|   |                           | Name:  Robert L. Caulk |
|   |                           | Title:  President and Chief  Executive Officer |

 

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**EXHIBITA**

 

**ARTICLE FOUR**

 

**PART A.****                AUTHORIZEDCAPITAL STOCK.**

 

The total number of shares of capital stock which the Corporation hasauthority to issue is One Hundred Two Million Nine Hundred Fifty-Five Thousand(102,955,000) consisting of (A) Forty Thousand (40,000) shares ofPreferred Stock, par value $0.01 per share (the “Preferred Stock”) and(B) One Hundred Two Million Nine Hundred Fifteen Thousand (102,915,000)shares of Common Stock, par value $0.01 per share (the “Common Stock”), dividedinto two classes.  The designation ofeach class of Common Stock, the number of shares of each class authorized, andthe par value, of the shares of each class are as follows:

 
| **CLASS**                                                     |   | **NUMBER  OF SHARES** |   | **PAR VALUE  PER SHARE** |   |
|---------------------------------------------------------------|--------|-----------------------|--------|--------------------------|--------|
|                                                          |   |                  |   |                     |   |
| Class A  Voting Common Stock (“Class A Common”)     |   | 51,457,500            |   | $                        | 0.01   |   |
|                                                          |   |                  |   |                     |   |
| Class B Non-Voting Common Stock (“Class B  Common”) |   | 51,457,500            |   | $                        | 0.01   |   |

 

The Board of Directors of the Corporation shall be authorized, subjectto the limitations prescribed by the General Corporation Law of the State ofDelaware, to provide for the issuance of shares of Preferred Stock in one ormore classes, to establish from time to time the number of shares to beincluded in such classes and to fix the designation, powers, preferences, andrights of the shares of each class and the qualifications, limitations orrestrictions thereof.

 

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