EXHIBIT 10(x)

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**THE CLOROX COMPANY**

**NONQUALIFIED DEFERRED COMPENSATIONPLAN**

**(January 1, 1996)**

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Amended and Restated through July 20, 2004

**ARTICLE I.**

**PURPOSE**

           This Plan is designed to restore to selected employees of TheClorox Company and its affiliates certain benefits that cannot beprovided under The Clorox Company’s tax-qualified retirementplans. In addition, this Plan permits selected employees to deferbonuses and regular pay.

           This Plan is intended to be a plan that is unfunded and that ismaintained by The Clorox Company primarily for the purpose ofproviding deferred compensation for a select group of management orhighly compensated employees within the meaning of the EmployeeRetirement Income Security Act.

ARTICLE II.

**DEFINITIONS**

           In this Plan, the following terms have the meanings indicatedbelow.

“Account” means a bookkeeping entry used torecord deferrals and contributions made on a Participants behalfunder Article III of the Plan and gains and losses credited tothese deferrals and contributions under  Article IV of thePlan.

“Affiliate” means an entity other than theCompany whose employees participate in The Clorox Company 401(k) Plan and or The Clorox Company Pension Plan.

“Beneficiary” means the person or persons,natural or otherwise, designated in writing, to receive aParticipant’s vested Account if the Participant dies before adistribution of his or her entire vested Account.  Aparticipant may designate one or more primary Beneficiaries and oneor more secondary Beneficiaries.  A participant’sBeneficiary designation will be made pursuant to such procedures asthe Committee may establish, and delivered to the Committee beforethe Participant’s death.  The Participant may revoke orchange this designation at any time before his or her death byfollowing such procedures as the Committee may establish.  Ifthe Committee has not received a Participant’s Beneficiarydesignation before the Participant’s death or if theParticipant does not otherwise have an effective Beneficiarydesignation on file when he or she dies, the Participant’svested Account will be distributed to the Participant’sspouse if surviving at the Participant’s death, or if thereis no such spouse, the Participant’s estate.

“Bonus” means one or more cash bonusesdesignated from time to time by the Committee as eligible fordeferral under this Plan.  As of July 1, 2004, the term Bonusincludes the following bonuses payable (but for any deferralelection) after July 1, 1996:  Cash-or-Deferred Value SharingBonus, and/or an award under The Clorox Annual Incentive Planand/or The Clorox Executive Incentive Compensation Plan and/or aSales Added Compensation Bonus and/or The Clorox ManagementIncentive Compensation Plan and/or a Mid Level Incentive Bonus.

“Committee” means the Company’sEmployee Benefits Committee or another group appointed by theManagement Development and Compensation Committee of theCompany’s Board of Directors. The Committee has fulldiscretionary authority to administer and interpret the Plan, todetermine eligibility for Plan benefits, to select employees forPlan participation, and to correct errors.  The Committee maydelegate its duties and responsibilities and, unless the Committeeexpressly provides to the contrary, any such delegation will carrywith it the Committee’s full discretionary authority toaccomplish the delegation.  Decisions of the Committee and itsdelegate will be final and binding on all persons.

“Company” means The Clorox Company.

“Eligible Employee” means an employee of theCompany or of an Affiliate who has been selected by the Committeefor Plan participation and who, except as provided in Section 3.01(c), has confirmed his or her participation in writing with theCommittee before the calendar year in which deferrals and/orrestoration contributions under this Plan are made on thatemployee’s behalf

An individual will cease to be an Eligible Employee on theearliest of (i) the date the individual ceases to be employed bythe Company and all Affiliates, (ii) the date the Plan isterminated, or (iii) the date the individual is notified by theCommittee that he or she is no longer an Eligible Employee.

For purposes of the restoration contributions described inSection 3.02 of this Plan, an employee who terminates employmentwith the Company and all Affiliates before July 1, 1996 will not bean Eligible Employee, unless and until he or she is rehired by theCompany or an Affiliate and designated by the Committee as anEligible Employee.

For purposes of the deferral described in Section 3.01 of thisPlan, an employee who terminates employment with the Company andall Affiliates before January 1, 1996 will not be an EligibleEmployee, unless and until he or she is rehired by the Company oran Affiliate and redesignated by the Committee as an EligibleEmployee.

“Mid Year Entrant” means an individual (i)who has never been a Participant and (ii) who is firstnotified  that he or she has been selected for Planparticipation during the calendar year in which his or her PlanParticipation will begin.

“Compensation Limit” means the $205,000(indexed) limit of Internal Revenue Code Section 401(a) (17), whichlimits the compensation that can be taken into account whendetermining benefits under a tax-qualified retirement plan.

“Participant” means a current or formerEligible Employee who retains an Account.

“Pension Plan” means The Clorox CompanyPension Plan, as amended from time to time.  “PensionPlan Year” means the plan year defined in the PensionPlan and “Cash Balance Contribution” means acash balance contribution as defined in the Pension Plan.

“Plan” means The Clorox Company NonqualifiedDeferred Compensation Plan, as amended from time to time.

“Regular Pay” means the pre-tax amount ofEligible Employee’s base salary.  Regular Pay isdetermined  on a “paycheck by paycheck” basis anddoes not include amounts paid before January 1, 1997.

“Termination of Employment” means terminationof employment with the Company and allAffiliates,    other than by reason of death.

“The Clorox Company 401(k) Plan” means TheClorox Company 401(k) Plan, as amended from time to time. “Value Sharing Plan Year” means the plan year definedin The Clorox Company 401k Plan and “Value SharingContribution” means a Value Sharing Contribution (includingforfeitures) as described in The Clorox Company 401(k) Plan. Before January 30, 2004, The Clorox Company 401(k) Plan was calledThe Clorox Company Employee Retirement Investment Plan.

**ARTICLE III.**

**DEFERRALS AND CONTRIBUTIONS**

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Deferrals.  An Eligible Employee may defer up to 50%of his or her Regular Pay and up to 100% of each Bonus for which heor she is eligible by submitting a written election to theCommittee that satisfies such requirements, including such minimumdeferral amounts, as the Committee may determine. Participants will be 100% vested in these deferrals.

Elections.  For each calendar year, an EligibleEmployee may make three separate deferral elections:  anelection to defer Regular Pay, an election to defer his or herCash-or-Deferred Value Sharing Bonus (if any), and an election todefer all other types of Bonus (if any).  Each such electionmust be made before the calendar year in which the Regular Payand/or Bonus is scheduled to be paid and, with respect to a Bonus,no less than 6 months before scheduled payment of the Bonus. Elections will remain in effect for one calendar year.

Late Election.  If an eligible Employee does notmake a timely election for an upcoming calendar year, no deferralwill be made on behalf of that Eligible Employee with regard tothat election to that upcoming calendar year.

Initial Election.  Notwithstanding the timingprovisions in paragraphs (a) and (b) above, within 30 days afterthe date that a Mid-Year Entrant is first notified that he or sheis eligible to participate in the Plan or within 30 days after theinitial effective date of the Plan, a Mid-Year Entrant may elect todefer (i) Regular Pay for services to be performed subsequent tothe election and (ii) any Bonus that is scheduled to be paid atleast 6 months after the date of the election.  Theseelections will remain in effect until the end of the calendar yearfor which they were made.

Restoration Contributions.  Subject to paragraphs(d), (e), and (f) below, Accounts will be credited with restorationcontributions as described below.

Value Sharing.  The amount of an EligibleEmployee’s value sharing restoration contribution for a Valueor Profit Sharing Plan Year beginning on or after July 1, 1995 willbe equal to the amount by which that Eligible Employee’sValue Sharing or Profit Sharing Contribution (including anyCash-or-Deferred Value Sharing) for that Value Sharing or ProfitSharing Plan was reduced due to (i) the Compensation Limit and (ii)amounts (excluding any Cash-or-Deferred Value Sharing) voluntarilydeferred under this plan.

Pension.  The amount of Eligible Employee’spension restoration contribution for a Pension Plan Year beginningon or after July 1, 1995 will be equal to the amount by which theEligible Employee’s Cash Balance Contribution for thatPension Plan Year was reduced due to (i) the Compensation Limit and(ii) amounts voluntarily deferred under this plan.

Special Restoration Contributions.  Accounts ofindividuals who are Eligible Employees on July 1, 1996 will becredited with the following special restoration contributions:

1994-95 Profit Sharing Plan Contributions.  Aspecial contribution equal to the amount by which the EligibleEmployee Profit Sharing Contribution for the Profit Sharing Planbeginning July 1, 1994 was actually reduced due to the $150,000Limit.

(ii)  1994-95 Pension Plan Accrual.  A specialcontribution, which is the lump sum equivalent of the amount bywhich the Eligible Employee’s Pension Plan accrual for thePension Plan year beginning July 1, 1994 was actually reduced dueto the $150,000 Limit. This lump sum equivalent amount will be thelump sum present value, as of June 30, 1996, of the pension accrualdescribed in the preceding sentence (expressed as a single lifeannuity commencing as of the later of: the EligibleEmployee’s age, as of June 30, 1996 or age 65), where thepresent value is determined using:  the annual rate ofinterest on 30-year Treasury securities for January 1996, theapplicable mortality table that is specified for use in January1996 in accordance with Section 417 (e) (3) (A) (ii) (I) of theInternal Revenue Code, and the Eligible Employee’s age as ofJune 30, 1996, rounded to years and completed months.

Crediting.  Restoration contributions will becredited to Eligible Employees’ Accounts as of the date thatthe Value Sharing Contributions or the Cash Balance Contributionsto which the restoration contributions relate are credited to TheClorox Company 401(k) Plan or the Pension Plan, as the case maybe.  Notwithstanding the foregoing, the special restorationcontributions described in the preceding paragraph (c) will becredited as of July 1, 1996.

Vesting.  Participants will vest in theirrestoration contributions at the same percentage rate that theyvest in the Value Sharing Contributions or the Pension Planallocations to which the restoration contributions relate.

Restrictions. 

Participation. If an Eligible Employee is not creditedwith an actual Pension Plan accrual for a given calendar quarterduring a Pension Plan Year, that Eligible Employee will not receivea pension restoration contribution under this Plan for thatcalendar quarter.  Similarly, if an Eligible Employee does notreceive an actual Value Sharing Plan Contribution for a given ValueSharing Plan Year, that Eligible Employee will not receive a valuesharing restoration contribution under this Plan for that year.

Eligible Employee.  In order to receive arestoration contribution under this Plan with respect to a givenValue Sharing Year or calendar quarter of a Pension Plan Year, anindividual must have been an Eligible Employee during that ValueSharing Year or during the calendar quarter of the Pension PlanYear, as the case may be, but the individual need not be anEligible Employee on the date the restoration contribution isactually made.  Notwithstanding the foregoing, therequirements of this Section 3.02 (f) (ii) will be satisfied withrespect to the special restoration contributions described in (c)above if an individual is an Eligible Employee on July 1, 1996.

**ARTICLE IV.**

**EARNINGS**

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4.01    Elections.  The Committee maypermit Participants to request that earnings on their Accounts becredited as though the Accounts were invested in one or moreinvestments approved by the Committee.

4.02    Interest.  To the extent thatearnings are not credited as described in Section 4.01 above, theCommittee will credit interest to each Account.  Interest willbe credited quarterly in accordance with procedures approved by theCommittee.  The interest rate used will be the annual rate ofinterest on 30-year Treasury securities, as determined inaccordance with Section 417 (e) (3) (A) (ii) (II) of the InternalRevenue Code, for the second month preceding the Company’sfiscal year for which the interest is credited.  The firstquarter for which interest will be credited is the calendar quarterbeginning July 1, 1996. Effective January 1, 1997, the interestrate used will be the interest rate then in effect for creditinginterest to a Participant’s “account” under thePension Plan.

**ARTICLE V.**

**DISTRIBUTIONS**

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Distribution Elections.  Eligible Employees willelect the manner in which their vested Accounts will be

          paid out upon Termination of Employment by following the proceduresdescribed below, and by satisfying

                       such additional requirements as the Committee may determine.

Initial Election.  Effective November 15, 1996, whenan Eligible Employee confirms his or her initial participation inthe Plan, as provided in Section 2.07 of the Plan, the EligibleEmployee will elect, in writing, which of the distribution optionsdescribed in section 5.02 of the Plan will govern payment of theEligible Employee’s entire vested Account upon the EligibleEmployee’s Termination of Employment.

Subsequent Elections.  Effective November 15, 1996,a Participant may change a distribution election with respect tohis or her entire vested Account by submitting the change to theCommittee in writing, at least two calendar years before theParticipant has a Termination of Employment.  If such asubsequent election is not valid because, for example, it is notmade in a timely manner, the Participant’s most recenteffective distribution election under this Section 5.01 will governpayment of the Participant’s entire vested Account upon theParticipant’s Termination of Employment.

Termination of Employment.  The vested portion of aParticipant’s Account will be distributed to theParticipant’s, following the Participant’s Terminationof Employment, in whichever of the following forms has beenproperly elected by the Participant, or pursuant to thePlan’s default provision if there is no such election.

Lump Sum. Payment in one lump sum, as soon asadministratively practicable (as determined by the Committee) andsubject to the timing requirements outlined in paragraph (c),below.

Installments.  Payment in annual installments, notin excess of 10, to begin as soon as administratively practicable(as determined by the Committee) and subject to the timingrequirements outlined in paragraph (c), below.

Timing.  Effective November 15, 1996, payments underparagraph (a) or paragraph (b) above, will not be made earlier than60 days or later than 90 days (“60/90” Day Rule”)after whichever of the following dates has been properly elected bythe Participant:  (i) the date of the Participant’sTermination of Employment or (ii) January 1 of the calendar yearimmediately following the Participant’s Termination ofEmployment.  Notwithstanding the foregoing, if a Participantwho has selected option (ii) in the preceding sentence has aTermination of Employment on or after January 1 and before November1, the 60/90 Day Rule will not apply, and the distribution willbegin on January 1 of the calendar year immediately following theParticipant’s Termination of Employment, or as soon asadministratively practicable thereafter.

Default.  If, upon a Participant’s Terminationof Employment, the Committee does not have a proper distributionelection on file for that Participant, the vested portion of thatParticipant’s Account will be distributed to the Participant,following the Participant’s Termination of Employment, in onelump sum, as soon as administratively practicable (as determined bythe Committee), but in no event earlier than 60 days or later than90 days after the Participant’s Termination ofEmployment.

Rehire.  If a Participant’s entire Account hasnot been distributed and/or the Participant was not 100% vested inhis or her Account upon Termination of Employment and theParticipant again becomes an Eligible Employee, distributions tothe Participant will cease, amounts forfeited (if any) from theParticipant’s account will be restored to the extent requiredto satisfy Section 3.02 (e) of the Plan, and theParticipant’s distribution election under Section 5.01 willremain in effect as though the Participant had not had aTermination of Employment.  If a former Participant’sentire Account has been distributed and the former Participant was100% vested in his or her Account upon Termination of Employment,the former Participant will make a new distribution election underSection 5.01 (a), and may make subsequent distribution electionsunder Section 5.01 (b), if the former Participant again becomes anEligible Employee.

Subsequent Credit.  Amounts, if any, that becomepayable to a Participant’s Account after distributions havebegun from that Account after distributions have begun from thatAccount, and before the Participant is rehired or dies, will bepaid out pursuant to the distribution election in effect for thatParticipant upon his or her Termination of Employment.

Death.  If a Participant dies with a vest amount inhis or her Account, whether or not the Participant was receivingpayouts from that Account at the time of his or her death, theParticipant’s Beneficiary will receive the entire vestedamount in the Participant’s Account as soon asadministratively practicable (as determined by the Committee) butin no event earlier than 60 days or later than 90 days after theCommittee learns of the Participant’s death.  Amounts,if any, that become payable to a Participant’s Account afterthat Account has been distributed pursuant to this Section 5.03will be paid to the Participant’s Beneficiary as soon asadministratively practicable.

Withholding.  The Company will deduct from Planpayouts, or from other compensation payable to a Participant orBeneficiary, amounts required by law to be withheld for taxes withrespect to benefits under this Plan.  The Company reserves theright to reduce any deferral or contribution that would otherwisebe made to this Plan on behalf of a Participant by reasonableamount, and to use all or a portion of this reduction to satisfythe Participant’s tax liabilities under this Section5.04.

**ARTICLE VI.**

**                                                     MISCELLANEOUS**

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6.01** **Limitation of Rights. Participation in this Plan does not give any individual the rightto be retained in the service of the Company or any relatedentity.

Satisfaction of Claims.  Payments to a Participant,the Participant’s legal representative, or Beneficiary inaccordance with the legal terms of this Plan will, to the extentthereof, be in full satisfaction of all claims that person may havehereunder against the Committee, the Company, and all Affiliates,any of which may require as a condition to payment, that therecipient execute a receipt and release in a form determined by theCommittee, the Company, or an Affiliate.

Indemnification.  The Company and the Affiliateswill indemnify the Committee, the Company’s Board ofDirectors, and employees of the Company and the Affiliates to whomresponsibilities have been delegated under the Plan for allliabilities and expenses arising from an act of omission themanagement of the Plan in the management of the Plan if the personto be indemnified did not act dishonestly or otherwise in willfulviolation of the law under which the liability or expensearises.

Assignment.  To the fullest extent permitted by law,right to benefits under the Plan are not subject in any manner toanticipation, alienation, sale, transfer, assignment, pledge,encumbrance, attachment, or garnishment by creditors of aParticipant or a Beneficiary.

Lost Recipients.  If the Committee cannot locate aperson entitled to payment of Plan benefit after a reasonablesearch, the Committee may at any time thereafter treat thatperson’s Account as forfeited and amounts credited to thatAccount will revert to the Company.  If the lost personsubsequently presents the Committee with a valid claim for theforfeited benefit amount, the Company will pay that person theamount forfeited.

Amendment and Termination.  The Company’sBoard of Directors may, at any time, amend the Plan in writing orterminate the Plan.  In addition, the Committee may amend thePlan (other than this Section 6.06) in writing, provided that theamendment will not cause any substantial increase in cost to theCompany or to any Affiliate.  No amendment may, without theconsent of an affected Participant (or, if the Participant isdeceased, the Participant’s Beneficiary), adversely affectthe Participant’s or the Beneficiary’s rights andobligations under the Plan with respect to amounts already creditedto a Participant’s Account.  Notwithstanding theforegoing, if the Plan is terminated, the Company’s Board ofDirectors may determine that all Accounts will be paid out.

Applicable Law.  To the extent not governed byFederal law, the Plan is governed by the laws of the State ofCalifornia without choice of law rules.  If any provision ofthe Plan is held to be invalid or unenforceable, the remainingprovisions of the Plan will continue to be fully effective.

No Funding.  The Plan constitutes a mere promise bythe Company and the Affiliates to make payments in the future inaccordance with the terms of the Plan.   Participants andBeneficiaries have the status of general unsecured creditors of theCompany and the Affiliates.  Plan benefits will be paid fromthe general assets of the Company and the Affiliates and nothing inthe Plan will be construed to give any Participant or any otherperson rights to any specific assets of the Company or theAffiliates.  In all events, it is the intention of theCompany, all Affiliates and all Participants that the Plan betreated as unfunded for tax purposes and purposes of Title I of theEmployee Retirement Income Security Act.

IN WITNESS WHEREOF, The Clorox Company has caused this Plan tobe executed by its duly authorized representative on the dateindicated below.

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