Spectrum Brands Holdings Inc

SPECTRUM BRANDS HOLDINGS, INC

CERTIFICATE OF INCORPORATION

" (a) Designation and Qualifications. The Special Nominating Committee shall
consist of three Directors, each of whom shall be an Independent Director. The Special Nominating Committee shall initially consist of Marc S. Kirschner, Norman S. Matthews and - 4 - Doc#: US1:6118161v9 Hugh R. Rovit.

Any vacancy on the Special Nominating Committee that results from one of such individuals’ (or his or her successor’s) resignation or removal from the Board or death shall be filled exclusively by a majority of the Special Nominating Committee then in office or by the sole remaining member of the Special Nominating Committee."

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