**EXHIBIT 10(viii)(b)**

**EMPLOYMENT AGREEMENT**

                   THISAGREEMENT, effective _____________, is between THE CLOROX COMPANY,a Delaware corporation (the "Company"), and ______________ (the"Executive").

**RECITAL**

                   The Companyand the Executive want to enter a written agreement concerning theterms of the Executive's employment with the Company and the termsof the termination of that employment.

**TERMS OF AGREEMENT**

1.       Term ofEmployment.

         (a)          BasicTerm.  The term of this Agreement shall commence on theeffective date of this Agreement and end upon the earliest of (i)the second anniversary thereof (the "Term Date"), as, and to theextent, extended under Section 1 (b), (ii) the date upon which theExecutive's employment is terminated in accordance with Section 4,and (iii) the first day of the month following the Executive's 65thbirthday.

Extension of Term.  Subject to Section 1(a)(iii) andto Section 4, the Term Date will be automatically extended from theinception of this Agreement until the Company gives the Executivewritten notice that automatic extension has ceased and that thisAgreement is to be terminated on the Term Date as extended to thatpoint.  The Company's right not to extend the Agreement shallbe with or without cause, and the Company's exercise of its rightnot to extend the Agreement will not necessarily terminate theExecutive's employment with the Company.

               

(c)   Certain Definitions.

The "Average Annual Bonus" shall mean the average annual bonusthe Executive received for the three (3) completed fiscal yearsimmediately preceding the Date of Termination under theCompany’s Annual Incentive Plan (“AIP Plan”)and/or the Company’s Executive Incentive Compensation Plan(“EIC Plan”), provided that the First Year BonusTarget, shall be used in the average computation for any year inwhich the Executive was not eligible to participate in the AIP Planand /or the EIC Plan for the full fiscal year.

(ii) “Bonus Target” means the annual bonus that theExecutive would have received in a fiscal year under the AIP Planand/or the EIC Plan, if the target goals had been achieved.

(iii) “First Year Bonus Target” means theExecutive’s Bonus Target as of June 30 for the first fiscalyear in which he was eligible to participate in the AIP Plan and/orthe EIC Plan.

2.       Position, Duties,Responsibilities.

         (a)         Position.  The Company agrees to continue the Executivein its employ, and the Executive agrees to continue employment withthe Company subject to the terms and conditions of thisAgreement.  The Executive shall devote his best efforts andthe equivalent of full time employment to the performance of theservices customarily incident to the Executive's current office andto such other services as may be reasonably requested by theBoard.  The Company shall retain full direction and control ofthe means and methods by which the Executive performs the aboveservices and of the place(s) at which such services are to berendered.

         (b)          OtherActivities.  Excluding any periods of vacation and sickleave to which the Executive is entitled, the Executive agrees todevote reasonable attention and time during normal hours to thebusiness and affairs of the Company, and to the extent necessary todischarge the responsibilities assigned to the Executive hereunder,to use the Executive's reasonable best efforts to performfaithfully and efficiently such responsibilities.  It shallnot be a violation of this Agreement for the Executive to (A) serveon corporate, civic or charitable boards or committees, (B) deliverlectures, fulfill speaking engagements or teach at educationalinstitutions on a part-time basis not to exceed five hours per weekin the aggregate and (C) manage personal investments, so long assuch activities do not significantly interfere with the performanceof the Executive's responsibilities as an employee of the Companyin accordance with this Agreement.  It is expressly understoodand agreed that to the extent that any such activities have beenconducted by the Executive prior to the Effective Date, thecontinued conduct of such activities (or the conduct of activitiessimilar in nature and scope thereto) subsequent to the EffectiveDate shall not thereafter be deemed to interfere with theperformance of the Executive's responsibilities to the Company.

3.       Salary; IncentiveCompensation; Benefits; Expenses.

         a)         Salary.  In consideration of the services to berendered hereunder, including, without limitation, services to anyAffiliated Company, the Executive shall be paid an annual basesalary ("Annual Base Salary") beginning at the level being paid onthe effective date, payable at the times and pursuant to theprocedures regularly established, and as they may be amended, bythe Company during the course of this Agreement.  The AnnualBase Salary shall be reviewed periodically in accordance with theCompany's regular administrative practice for adjusting salaries ofExecutive Officers (the Chairman of the Board, the CEO, thePresident and other members of the Management ExecutiveCommittee).  The Company may reduce the Executive's salaryonly if the salaries of other Executive Officers of the Company areat the same time being similarly adjusted and if the percentagereduction in the Executive's salary does not exceed that of theother Executive Officers.

         (b)          AnnualIncentive Plan;Executive Incentive Compensation Plan; LongTerm Compensation Program.  The Executive shall beentitled to participate in the Company's Annual Incentive Plan (the“AIP Plan”), the Executive Incentive Compensation Plan(the "EIC Plan") and Stock-Based Long-Term Compensation Program(the "LTC Program") in accordance with the Company's practice foradministering the AIP Plan, the EIC Plan and the LTC Program withrespect to Executive Officers, unless the Company suspends orterminates one or more of the AIP Plan, the EIC Plan or the LTCProgram.  For purposes of this Agreement, "LTC Program"encompasses Stock-Based Awards made to the Executive under the 1987Long-Term Incentive Plan, 1996 Stock Incentive Plan or anysubsequent stock-based incentive compensation plan.

         (c)         Benefits.  As he becomes eligible therefor, the Companyshall provide the Executive with the right to participate in and toreceive benefits from all present and future welfare benefit plans,practices, policies and programs (including without limitation,medical, prescription drugs, dental, disability, salarycontinuance, severance pay, employee life, group life, accidentaldeath and travel accident insurance plans and programs), allincentive savings and retirement plans, practices and programs,including without limitation the Supplemental Executive RetirementPlan (the "SERP"), and all similar benefits, made availablegenerally to Executive Officers of the Company.  The Executiveshall be entitled to annual vacation as determined in accordancewith Company policy, which shall be taken with the prior approvalof the Company.  The amount and extent of benefits to whichExecutive is entitled shall be governed by each specific benefitplan, as it may be amended from time to time.  The Executiveshall also be entitled to the death and disability benefitsdescribed in Section 4.  The Company may suspend or terminateany benefit plan described in this Section 3(c).

         (d)         Expenses.  The Company shall reimburse the Executivefor reasonable travel and other business expenses incurred by theExecutive in the performance of his duties hereunder in accordancewith the Company's general policies, as they may be amended fromtime to time during the course of this Agreement.

4.         Termination of Employment.

         (a)          ByDeath.  The Executive's employment shall terminateautomatically upon his death.  The Company shall pay to theExecutive's beneficiaries or estate, as appropriate, the salary towhich he is entitled pursuant to Section 3 (a) through the end ofthe month in which death occurs.  The Company shall also paythe Executive's beneficiaries or estate, as appropriate, a pro rataportion (through the date of death) of the Executive's target AIPand EIC Plan award for the fiscal year of his death.  Afterthe payments called for in this Section 4(a) are made, theCompany’s obligations hereunder shall terminate.  ThisSection shall not affect entitlement of the Executive's estate orbeneficiaries to death benefits under any benefit plan of theCompany.

         (b)          ByDisability.  Should the Executive begin to receivebenefits under the Company's Long Term Disability Plan, theExecutive's employment may terminate at the Company's option. If the Company so elects, the Company shall pay the salary to whichthe Executive is entitled pursuant to Section 3(a) through the dateof termination, and in lieu of any AIP and EIC Plan award underSection 3(b) for the fiscal year in which termination occurs,the Company shall pay the Executive a pro rata portion (through thetermination date) of the Executive's target AIP and EIC Plan awardfor the fiscal year of the termination.  Thereafter theCompany's obligations hereunder shall terminate.

         (c)          ByCompany For Cause.  The Company may terminate theExecutive's employment for Cause (as defined below) at any timewithout notice and without liability.  The Company shall paythe Executive the salary to which he is entitled pursuant toSection 3(a) through the end of the day upon which terminationoccurs, and thereafter the Company's obligations hereunder shallterminate. The Executive shall not be entitled to any AIP and EICPlan award pursuant to Section 3(b) for the fiscal year in whichtermination occurs.  Termination shall be for Cause if:

                   (i) theExecutive willfully neglects significant duties he is required toperform or willfully violates material Company policy, and, afterbeing warned in writing, continues to neglect such duties orcontinues to violate the specified Company policy;

                   (ii) theExecutive commits a material act of dishonesty, fraud,misrepresentation or other act of moral turpitude;

                     (iii) theExecutive exhibits gross negligence in the course ofemployment;

                   (iv) theExecutive fails to obey a lawful direction of the Board ofDirectors; or

                       (v) the Executive acts in any other manner inconsistent withthe Company’s best interests and values.

         (d)          By theExecutive or the Company At Will.

                   (i)Termination by the Company.  The Company may, at anytime, terminate the Executive's employment without Cause.  Ifthe Company does so, the severance payment provisions of Section 6shall apply and the Company shall have no additionalliability.  The Executive hereby agrees that the Company maydismiss him under this Section 4(d)(i) without regard (A) to anygeneral or specific policies (whether written or oral) of theCompany relating to the employment or termination of its employees,or (B) to any statements made to the Executive, whether made orallyor contained in any document, pertaining to the Executive'srelationship with the Company.  Nothing in this Section4(d)(i) shall prevent the Company from exercising its right underSection 4(c) to terminate the Executive's employment for Cause, andsuch a termination (regardless of when made) shall not give rise todamages under Section 6.

                     (ii) Termination by the Executive.  Except in the caseof Retirement as provided in Section 4(d)(iii), the Executive may,upon giving at least 10 business days' written notice to theCompany, terminate his employment, without liability, for anyreason.  If the Executive terminates his employment pursuantto this Section 4(d)(ii), the Company shall pay the Executive the salary  to which he is entitled pursuant to Section 3(a)through the end of the 10 business days notice period, andthereafter the Company's obligations hereunder shallterminate.  The Executive shall not be entitled to any AIP andEIC Plan award pursuant to Section 3(b) for the fiscal year inwhich he terminates.

                   (iii) TheExecutive's Retirement.  If the Executive is eligible tobegin receiving benefits pursuant to the SERP, then upon giving atleast three month's written notice to the Company of his electionto do so, the Executive may terminate his employment and beginreceiving SERP benefits.  Such a termination constitutes"Retirement" for purposes of this Agreement.  Upon theExecutive's Retirement, the Company shall pay the Executive thesalary to which he is entitled pursuant to Section 3(a) through thelast day of his employment.  In addition, the Executive shallbe entitled to receive a pro rata portion calculated upon theproportion of the fiscal year during which the Executive wasemployed of the Executive's AIP and/or EIC Plan award for thefiscal year of his Retirement.  The award will be paid afterthe close of the fiscal year at the same time that AIP and EIC Planaward payments are made to employed Executives.  The awardwill be a percentage of the Executive's AIP and/or EIC Plan targetaward for that fiscal year based upon the application of theoverall corporate results factor and the division and/or functionalresults factor, if applicable, of the AIP and/or EIC Plan awardcalculation matrix.  The award will not be based on anypersonal objectives factor; thus, the individual modifier to beapplied to the corporate and business and/or functional resultswill be calculated at 100%.

         (e)         Termination Obligations.

                   (i) TheExecutive hereby acknowledges and agrees that all personal propertyand equipment furnished to or prepared by the Executive in thecourse of or incident to his employment, belong to the Company andshall, if physically returnable, be promptly returned to theCompany upon termination of his employment.  "Personalproperty" includes, without limitation, all books, manuals,records, reports, notes, contracts, lists, blueprints, and otherdocuments, computer media or materials, or copies thereof, andProprietary Information (as defined below).  Followingtermination, the Executive will not retain any written or othertangible material containing any Proprietary Information.

                   (ii) Upontermination of his employment, the Executive shall be deemed tohave resigned from all offices and directorships then held with theCompany or any Affiliated Company, and will execute a letter ofresignation if requested.

                   (iii) TheExecutive's obligations under Sections 4(e), 5, 7 and 14 shallsurvive termination of his employment and the expiration of thisAgreement.

5.       Post TerminationObligations.

         (a)         Proprietary Information Defined.  "ProprietaryInformation" is all information and any idea in whatever form,tangible or intangible, pertaining in any manner to the business ofthe Company or any Affiliated Company, or to its clients,consultants, or business associates, unless:  (i) theinformation is or becomes publicly known through lawful means; (ii)the information was rightfully in the Executive's possession orpart of his general knowledge prior to his employment by theCompany; or (iii) the information is disclosed to the Executivewithout confidential or proprietary restriction by a third partywho rightfully possesses the information (without confidential orproprietary restriction) and did not learn of it, directly orindirectly, from the Company.

         (b)         General Restrictions on Use of ProprietaryInformation.  The Executive agrees to hold all ProprietaryInformation in strict confidence and trust for the sole benefit ofthe Company and not to, directly or indirectly, disclose, use,copy, publish, summarize, or remove from Company's premises anyProprietary Information (or remove from the premises any otherproperty of the Company), except (i) during his employment to theextent necessary to carry out the Executive's responsibilitiesunder this Agreement, and (ii) after termination of his employmentas specifically authorized in writing by the Board.

         (c)         Non-Solicitation and Non-Raiding.  To forestall thedisclosure or use of Proprietary Information in breach of Section5(b), and in consideration of this Agreement, Executive agrees thatfor a period of two years after termination of his employment, heshall not, for himself or any third party, directly or indirectly(i) divert or attempt to divert from the Company (or any AffiliatedCompany) any business of any kind in which it is engaged,including, without limitation, the solicitation of its customers asto products which are directly competitive with products sold bythe Company at the time of the Executive's termination, orinterference with any of its suppliers or customers, or (ii)solicit for employment any person employed by the Company, or byany Affiliated Company, during the period of such person'semployment and for a period of one year after the termination ofsuch person's employment with the Company.

         (d)         Contacts with the Press.  Following termination, theExecutive will continue to abide by the Company's policy thatprohibits discussing any aspect of Company business withrepresentatives of the press without first obtaining the permissionof the Company's Public Relations Department.

         (e)         Remedies.  Nothing in this Section 5 is intended tolimit any remedy of the Company under the California Uniform TradeSecrets Act (California Civil Code Section 3426), or otherwiseavailable under law.

6.         Severance Payments; Requirement of Mitigation; Release.

         (a)         Severance Payments.  The Company and the Executiveacknowledge that it would be impractical or extremely difficult tofix the Executive's actual damages in the case of termination atwill by the Company pursuant to Section 4(d)(i).  Therefore,in the event of such a termination and notwithstanding any otherprovision of this Agreement, in exchange for and in considerationof Executive's execution and non-revocation of a General Release("Release") in a form substantially equivalent to the attachedExhibit, and subject to the mitigation provisions of Section 6(b),the Executive shall be entitled to severance payments made up ofthe following components:

                   (i)Salary Component.

                          Payment, promptly after termination, of alump sum amount equal to salary, at a monthly rate equal to thehighest monthly base salary rate in effect during the twelve monthperiod preceding the termination of employment times the number ofmonths in the remaining term of this Agreement as determined inSections 1(a)(i) or (iii) had the termination not occurred, oruntil the Executive's death if that occurs first (the "SeverancePayment Period"). 

                    

(ii) AIP and EIC Plan Components.

                                  (A) Payment, promptly after termination, of a lump sum amount equalto 75% of his Average Annual Bonus, prorated to the date oftermination.

                               (B) Inaddition, payment, promptly after termination, of a lump sum amountequal to 75% of the Executive's Average Annual Bonus times thenumber of months remaining in the Severance Payment Period dividedby twelve (12).

                   (iii)Medical/Dental Plans Component.

                               (A)Continuation for the Severance Payment Period on the same basis asan employee of the Company of the right to participate in anyMedical and/or Dental Benefit Plans as and if offered by theCompany to its salaried employees.  The Executive shall notparticipate in any other Company sponsored welfare benefit plansafter the termination of employment.

                               (B) Inaddition, if at the end of the Severance Payment Period theExecutive will be age 55 or older and at least 10 years will havepassed since the beginning of the Executive's last period ofemployment with the Company, continuation of the right toparticipate in Medical and/or Dental Plans as and if offered toformer employees whose employment terminated at or after age 55with ten or more years of service on the same terms and conditionsas for such former employees including premium contributions fromthe Executive as in effect from time to time.  Such right toparticipate shall apply from the time such coverage would otherwiseterminate pursuant to (iii)(a) and shall continue until theExecutive attains age 65; thereafter the Executive may participatein the Company's Retiree Health Plan as and if it may exist fromtime to time in the future, if he would be eligible to participatepursuant to the terms of that Plan.

                     (iv) SERP Component.

                     Continuation of benefit credits and service accruals under the SERPduring the Severance Payment Period, if, at the end of that periodand taking into account such service accruals the Executive will beage 55 or older and will be credited with ten or more years ofservice under the SERP.  During this period, benefit creditsshall be based on the compensation required to be paid under (i)and (ii)(A) and (B), above, without regard to any adjustment madepursuant to paragraph 6(b) below.

                   (v) LTCProgram Component.

                                 (A) If the Executive qualifies for continuation of benefit creditsand service accruals under the SERP pursuant to (iv) above, thenfor purposes of the LTC Programs his termination of employment willbe deemed to be a Termination of Employment Due to Retirementoccurring at the end of the Severance Payment Period if theExecutive irrevocably elects prior to the beginning of theSeverance Payment Period to begin retirement benefits under theCompany's Pension Plan and the SERP at the conclusion of theSeverance Payment Period.  If he does not so elect, all LTCProgram awards which remain at the date of termination will betreated pursuant to subsection (B) below.

                               (B) If theExecutive does not qualify for continuation of benefit credits andservice accruals under the SERP pursuant to (iv) above, or does notmake the election described in Section 6(a)(v)(A), then forpurposes of all LTC Program awards, he will be deemed to haveterminated employment on the day prior to the beginning of theSeverance Payment Period.  Whether any LTC Program award isforfeited in such a case will be determined by the terms of theaward and the plan pursuant to which it was awarded.

                   (vi)Automobile Component.

                         The Executive shall be entitled to purchase the Company-leasedautomobile, if any, being used by the Executive prior totermination at the "buyout amount" specified by the vehicle'slessor.

The parties acknowledge that the amounts and benefits providedin (i) through (vi) above constitute a reasonable estimate of andcompensation for any damages the Executive may suffer as the resultof his termination of employment under this Agreement.

If the Executive does not execute, or having executed,effectively revokes the Release, the Company will not be obligatedto provide any benefits or payments of any kind to theExecutive.

         (b)         Coordination of Benefits.  The Executive's medical anddental benefit coverage under 6(a)(iii)(A) and/or (B) shall besecondary to medical and/or dental coverage provided to theExecutive by a subsequent employer and the Executive will makeevery good faith effort to participate in any such coverage. For any period during which the Executive does not make such a goodfaith effort the Executive's medical and dental plan coverage under6(a)(iii)(A) and/or (B) shall be completely suspended.  Ifmedical and dental benefit coverage ceases to be provided by thesubsequent employer, Executive may have his 6(a)(iii)(A) and/or (B)coverage from the Company become his primary coverage again. The Severance Payment Period shall not be subtracted from theperiod of months for which the Executive is eligible for benefitsunder the Consolidated Omnibus Budget Reconciliation Act of1985.

         (c)          Lackof Participation in Qualified Plans.  Upon termination ofemployment the Executive shall cease to participate in anyqualified benefit plan maintained by the Company, such as thePension Plan and the 401(k) Plan, and the Executive shall alsocease to participate in any welfare benefit plan maintained by theCompany, except as otherwise provided in (a)(iii) above or underthe terms of such plan.  No employee or employer contributionswill be made to any qualified benefit plan based on any bonus paidafter the termination of the Executive's employment.

7.       Successors.

         (a)          ThisAgreement is personal to the Executive and without the priorwritten consent of the Company shall not be assignable by theExecutive otherwise than by will or the laws of descent anddistribution.  This Agreement shall inure to the benefit ofand be enforceable by the Executive's legal representatives.

         (b)          ThisAgreement shall inure to the benefit of and be binding upon theCompany and its successors and assigns.

         (c)          TheCompany will require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company toassume expressly and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required toperform it if no such succession had taken place.  As used inthis Agreement, "Company" shall mean the Company as herein beforedefined and any successor to its business and/or assets asaforesaid which assumes and agrees to perform this Agreement byoperation of law, or otherwise.

8.       Notices.  Allnotices or other communications required or permitted hereundershall be made in writing and shall be deemed to have been dulygiven if delivered by hand or mailed, postage prepaid, by certifiedor registered mail, return receipt requested, and addressed to theCompany at:

                                                     The Clorox Company

                                          1221 Broadway

                                           Oakland, CA  94612

                                           Attn:  General Counsel

or to the Executive at the address written below the Executive'ssignature on the last page of this document.

Notice of change of address shall be effective only when done inaccordance with this Section.

  9.        EntireAgreement.  Together with the Change of Control Agreementeffective ___________ between the Executive and the Company, theterms of this Agreement are intended by the parties to be the finalexpression of their agreement with respect to the employment ofExecutive by the Company and may not be contradicted by evidence ofany prior or contemporaneous agreement.  The parties furtherintend that this Agreement and said Change of Control Agreementshall constitute the complete and exclusive statement of theirterms and that no extrinsic evidence whatsoever may be introducedin any judicial, administrative, or other legal proceedinginvolving either Agreement.  The Change of Control Agreementand this Agreement supersede any prior Agreements, written or oral,between the Company and the Executive concerning the terms of hisemployment.

10.           Amendments; Waivers.  This Agreement may not bemodified, amended, or terminated except by an instrument inwriting, signed by the Executive and by a duly authorizedrepresentative of the Company other than Executive.  By aninstrument in writing similarly executed, either party may waivecompliance by the other party with any provision of this Agreementthat such other party was or is obligated to comply with orperform, provided, however, that such waiver shall not operate as awaiver of, or estoppel with respect to, any other or subsequentfailure. No failure to exercise and no delay in exercising anyright, remedy, or power hereunder shall operate as a waiverthereof, nor shall any single or partial exercise of any right,remedy, or power hereunder preclude any other or further exercisethereof or the exercise of any other right, remedy, or powerprovided herein or by law or in equity.

11.           Severability; Enforcement.  The invalidity orunenforceability of any provision of this Agreement shall notaffect the validity or enforceability of any other provision ofthis Agreement.

12.           Governing Law.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of California,without reference to principles of conflict of laws.  Thecaptions of this Agreement are not part of the provisions hereofand shall have no force or effect. 

13.           Executive Acknowledgment.  Executive acknowledges (a)that he has consulted with or has had the opportunity to consultwith independent counsel of his own choice concerning thisAgreement and has been advised to do so by the Company, and (b)that he has read and understands the Agreement, is fully aware ofits legal effect, and has entered into it freely based on his ownjudgment.

14.           Arbitration.  Any controversy between the Executive,his heirs or estate and the Company or any employee of the Company,including but not limited to, those involving the construction orapplication of any of the terms, provisions or conditions of thisAgreement or otherwise arising out of or related to this Agreement,shall be settled by arbitration before a single arbitrator inaccordance with the then current commercial arbitration rules ofthe American Arbitration Association, and judgment on the awardrendered by the arbitrator may be entered by any court havingjurisdiction thereof.  The location of the arbitration shallbe San Francisco, California if the Executive's current or mostrecent location of employment with the Company is or was located inAlameda or Contra Costa County, California.  If it is or waselsewhere, the arbitration shall be held at the city nearest to theExecutive's last location of employment with the Company that hasan office of the American Arbitration Association.  Thearbitrator shall, to the extent that the Executive prevails in thearbitration, award attorney's fees to the Executive.

15.           Withholdings.  The Company may withhold from anyamounts payable pursuant to this Agreement such Federal, state,local or foreign taxes as shall be required to be withheld pursuantto any applicable law or regulation.

                     

The parties have duly executed this Agreement as of theeffective date that appears at the beginning of this Agreement.

THE CLOROX COMPANY

The Company

By:                                                                                                               

           P. D. Bewley           (Executive)

           It’s Senior Vice President

                                  _________________________

                                  (Address)

                                  _________________________

                                  _________________________

**EXHIBIT**

**GENERAL RELEASE**

**        **

**This document is an important one.  You should review itcarefully and, if you agree to it, sign at the end on the lineindicated.**

**You have 21 days to sign this Release, during which time youare advised to consult with an attorney regarding itsterms.**

**After signing  this  Release,  you have  seven days to revoke it.  Revocation should be madein writing and delivered so that it is received by the CorporateSecretary of The Clorox Company, 1221 Broadway, Oakland, CA 94612no later than 4:30 p.m. on the seventh day after signing thisRelease.  If you do revoke this Release within that timeframe, you will have no rights under it.  This Release shallnot  become effective or enforceable until the seven dayrevocation period has expired.**

**The agreement for payment of consideration in paragraph 2will not become effective until the seven day revocation period haspassed.**

                   ThisGENERAL  RELEASE is entered into between The Clorox Company(hereinafter referred to as "Employer") and ___________________(hereinafter referred to as "Employee").  Employer andEmployee agree as follows:

         1.          Employee'sregular employment with Employer will terminate as of __________,20__.  Employee is ineligible for reemployment orreinstatement with Employer.

         2.          UponEmployee's acceptance of the terms set forth herein, the Employeragrees to provide the Employee with compensation and benefits setforth in Section 6 of the Employment  Agreement between  the  Employee  and  the Employereffective as of­­­­­­­­­­­­_______________,20__, a copy of which is attached as the first Exhibit to thisGeneral Release.  A complete description of those benefits isattached as the second Exhibit to this General Release.

         3(a)    In consideration of the Employer providingEmployee this compensation, Employee and Employee's heirs,assignees and agents agree to release the Employer, all affiliatedcompanies, agents and employees and each of their successors andassigns (hereinafter referred to as "Releasees") fully and finallyfrom any claims, liabilities, demands or causes of action whichEmployee may have or claim to have against the Releasees at presentor in the future, except claims for vested benefits, if any. The claims released  may  include,  but are  not  limited  to,  any  tax obligations  as  a  result of the 

payment of consideration referred to in paragraph 2, and claimsarising under federal, state or local laws prohibitingdiscrimination in employment, including the Age Discrimination inEmployment Act (ADEA) or claims growing out of any legalrestrictions on the Employer's right to terminate itsemployees.  Claims of discrimination, wrongful

termination, age discrimination, and any claims other than forvested benefits are hereby released.

           (b)   By signing this document, Employee agrees not to file alawsuit to assert such claims.  Employee also agrees that ifEmployee breaches this provision, Employee will be liable for allcosts and attorneys' fees incurred by any Releasee resulting fromsuch action.

         4.       By signing this document,Employee is also expressly waiving the provisions of CaliforniaCivil Code section 1542, which provides as follows:

"A general release does not extend to claims which the creditordoes not know or suspect to exist in his favor at the time ofexecuting the release, which if known by him must have materiallyaffected his settlement with the debtor."

                  By signing this document, Employee agrees and understands thatEmployee is releasing unknown as well as known claims related toEmployee's employment in exchange for the compensation set forthabove.

         5.          Employeeagrees to maintain in complete confidence the terms of thisRelease, except as it may be necessary to comply with a legallycompelled request for information.  It is agreed sinceconfidentiality of this Release is of the essence, damages forviolation being impossible to assess with precision, that $10,000is a fair estimate of the damage caused by each disclosure and isagreed to as the measure of damages for each violation.

         6.          Employeeagrees to indemnify and hold Employer harmless from and against anytax obligations for which Employee may become liable as a result ofthis Release and/or   payments  made   pursuant  to   the  Employment   Agreement,  other  than  tax obligations of the Employer resulting from thenondeductibility of any payments made pursuant to this Release orthe Employment Agreement.

         7.          Agreeingto this Release shall not be deemed or construed by either party asan admission of liability or wrongdoing by either party.

         8.          ThisRelease, the Employment Agreement and the plan documents of plansof The Clorox Company referred to in the Employment Agreement setforth the entire agreement between Employee and the Employer. This Release and the Employment Agreement are not subject tomodification except in writing executed by both of theparties.  The Clorox Company plans referred to in theEmployment Agreement may be amended in accordance with theprovisions of those plans.

                   Employeeacknowledges by signing below that Employee has not relied upon anyrepresentations, written or oral, not set forth in thisRelease.

                                                                    

Employee

Dated:                                                        

THE  CLOROX  COMPANY

By:                                                              

Dated: