**Exhibit 14.2**

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**POLICYOF THE AUDIT COMMITTEE OF UNITED INDUSTRIES**

**CORPORATION ON EMPLOYEE COMPLAINT PROCEDURES FORACCOUNTING AND AUDITING MATTERS**

 

Any employee of the Company may submit a good faithcomplaint regarding accounting or auditing matters to the management of theCompany without fear of dismissal or retaliation of any kind.  The Company is committed to achievingcompliance with all applicable securities laws and regulations, accountingstandards, accounting controls and audit practices.  The Company’s Audit Committee will overseetreatment of employee concerns in this area.

 

In order to facilitate the reporting of employeecomplaints, the Company’s Audit Committee has established the followingprocedures for (1) the receipt, retention and treatment of complaints regardingaccounting, internal accounting controls or auditing matters (“AccountingMatters”) and (2) the confidential, anonymous submission by employees ofconcerns regarding questionable accounting or auditing matters.

 

Receipt of Employee Complaints

 

•                       Employees with concerns regardingAccounting Matters may report their concerns on a confidential and/or anonymousbasis.  Such reports may be directed tothe Chairman of the Audit Committee, the General Counsel of the Company oranother person designated by the Committee. They may also be directed to an anonymous 800-number “hotline”administered by a third party or a similar anonymous reporting location (suchas a Post Office Box) where concerns may be reported.

 

•                       Upon receipt of a complaint, the Chairmanof the Audit Committee and the General Counsel of the Company will determinewhether the complaint actually pertains to Accounting Matters, which include,without limitation, the following:

 

•                        fraud or deliberate error in thepreparation, evaluation, review or audit of any financial statement of theCompany;

 

•                        fraud or deliberate error in therecording and maintaining of financial records of the Company;

 

•                        a deficiency in or noncompliance with theCompany’s internal accounting controls;

 

•                        a misrepresentation or false statement toor by a senior officer or accountant regarding a matter contained in thefinancial records, financial reports or audit reports of the Company; or

 

•                        a deviation from full and fair reportingof the Company’s financial condition.

 

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Treatmentof Complaints

 

•                       If the Chairman of the Audit Committee and the GeneralCounsel of the Company determines that a complaint relates to an AccountingMatter, Chairman of the Audit Committee or the General Counsel of the Companywill contact the Company’s Chief Financial Officer, outside auditor, outsidelegal counsel or such other persons deemed appropriate to investigate thematter (the “Investigation Team”), provided, however, that the InvestigationTeam shall not include any person whose conduct is the subject of thecomplaint, unless the Audit Committee and the General Counsel of the Companyconclude that that person’s participation on the Investigation Team isnecessary.  The Investigation Team (whichshall consist of Chairman of the Audit Committee or the General Counsel of theCompany and at least one other person) will make an initial assessment of thevalidity of the complaint and a preliminary investigation of the complaint, andreport its preliminary investigation findings to the Chairman of the AuditCommittee if the Chairman is not a member of the Investigation Team.

 

•                       If, based on its preliminaryinvestigation, the Investigation Team determines that the complaint has or mayhave any merit, the Investigation Team will report the complaint, the resultsof its preliminary investigation and a recommended course of action to the fullAudit Committee.

 

•                       The Audit Committee will then determinean appropriate course of action to be taken to investigate the complaint.  Investigations will be conducted under AuditCommittee direction and oversight by the Investigation Team or such otherpersons as the Audit Committee determines to be appropriate.  Confidentiality will be maintained to thefullest extent possible, consistent with the need to conduct an adequatereview.  The Audit Committee may (but isnot required to) engage outside counsel or other advisors, at the Company’sexpense, in such investigation.  Suchcounsel may be the Company’s regular outside corporate counsel or another firmselected by the Audit Committee.

 

•                       Prompt and appropriate corrective actionwill be taken when and as warranted in the judgment of the Audit Committee.

 

•                       The Company will not discharge, demote,suspend, threaten, harass or in any manner discriminate against any employee inthe terms and conditions of employment based upon any lawful action of suchemployee with respect to good faith reporting of complaints regardingAccounting Matters or otherwise as specified in Section 806 of the Sarbanes-OxleyAct of 2002.

 

Retention ofComplaints and Investigations

 

•                       The Audit Committee will cause to bemaintained a log of all complaints, tracking their receipt, investigation andresolution.  Copies of complaints andsuch log will be maintained in accordance with the Company’s document retentionpolicy.

 

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Communication ofthe Policy

 

•                  This policy shall be communicated to the employees of the Company and,to the extent required by law, published on the public web page maintained bythe Company.

 

(Adopted ___________,2004)

 

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