EXHIBIT 10(ix)(b)

CHANGE OF CONTROL

**EMPLOYMENT AGREEMENT**

                      THIS AGREEMENT effective ____________, is between The CloroxCompany, a Delaware corporation (the "Company") and________________ (the "Executive").

                      The Board of Directors of the Company (the "Board"), has determinedthat it is in the best interests of the Company and itsshareholders to assure that the Company will have the continueddedication of the Executive, notwithstanding the possibility,threat or occurrence of a Change of Control (as defined below) ofthe Company.  The Board believes it is imperative to diminishthe inevitable distraction of the Executive by virtue of thepersonal uncertainties and risks created by a pending or threatenedChange of Control and to encourage the Executive's full attentionand dedication to the Company currently and in the event of anythreatened or pending Change of Control, and to provide theExecutive with compensation and benefits arrangements upon a Changeof Control which ensure that the compensation and benefitsexpectations of the Executive will be satisfied and which arecompetitive with those of other corporations.  Therefore, inorder to accomplish these objectives, the Board has caused theCompany to enter into this Agreement.

                      NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

                      1.  Certain Definitions.

                      (a)  The "Effective Date" shall mean the first date during theChange of Control Period (as defined in Section 1(b)) on which aChange of Control (as defined in Section 2) occurs.  Anythingin this Agreement to the contrary notwithstanding, if a Change ofControl occurs and if the Executive's employment with the Companyis terminated prior to the date on which the Change of Controloccurs, and if it is reasonably demonstrated by the Executive thatsuch termination of employment (i) was at the request of a thirdparty who has taken steps reasonably calculated to effect a Changeof Control or (ii) otherwise arose in connection with oranticipation of a Change of Control, then for all purposes of thisAgreement the "Effective Date" shall mean the date immediatelyprior to the date of such termination of employment.

                      (b)  The "Change of Control Period" shall mean the periodcommencing on the date hereof and ending on the third anniversaryof the date hereof; provided, however, that commencing on the dateone year after the date hereof, and on  each annualanniversary of such date (such date and each annual anniversarythereof shall be hereinafter referred to as the "Renewal Date"),unless previously terminated, the Change of Control Period shall beautomatically extended so as to terminate three years from suchRenewal Date, unless at least 60 days prior to the Renewal Date theCompany shall give notice to the Executive that the Change ofControl Period shall not be so extended.

                      (c)  "Henkel" shall mean Henkel, KGaA or any entity controlledby Henkel KGaA.

The "Separation Period" shall mean the period from the Date ofTermination through the earlier of the first day of the monthfollowing the Executive's 65th birthday or the date three yearsafter the Date of Termination.

“Annual Bonus” shall mean the annual award theExecutive receives in any year under the Company’s AnnualIncentive Plan (“AIP Plan”) and/or the Company’sExecutive Incentive Compensation Plan (“EIC Plan”)

                      (f) The "Average Annual Bonus" shall mean the average Annual Bonusthe Executive received for the three (3) completed fiscal yearsimmediately preceding the Date of Termination, provided that theFirst Year Bonus Target, shall be used in the average computationfor any year in which the Executive was not eligible to participatein the AIP Plan and/or the EIC Plan for the full fiscal year.

“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.

“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.  Change of Control.  For the purpose of thisAgreement, a "Change of Control" shall mean:

           (a)  The acquisition by any individual, entity or group(within the meaning of Section 13(d)(3) or 14(d)(2) of theSecurities Exchange Act of 1934, as amended (the "Exchange Act"))(a "Person") of beneficial ownership (within the meaning of Rule13d-3 promulgated under the Exchange Act) of 30%, or in the case ofHenkel KGaA, or any person controlled by it ("Henkel"), more thanthe percentage of the Company's issued common stock agreed to inparagraph 4(a) of the June 18, 1981 agreement between the Companyand Henkel, as amended, of either (i) the then outstanding sharesof common stock of the Company (the "Outstanding Company CommonStock") or (ii) the combined voting power of the then outstandingvoting securities of the Company entitled to vote generally in theelection of directors (the "Outstanding Company VotingSecurities"); provided, however, that for purposes of thissubsection (a), the following acquisitions shall not constitute aChange of Control:  (i) any acquisition directly from theCompany, (ii) any acquisition by the Company, including anyacquisition which by reducing the number of shares outstanding, isthe sole cause for increasing the percentage of shares beneficiallyowned by any such Person or by Henkel to more than the applicablepercentage set forth above, (iii) any acquisition by any employeebenefit plan (or related trust) sponsored or maintained by theCompany or any corporation controlled by the Company or (iv) anyacquisition by any corporation pursuant to a transaction whichcomplies with clauses (i), (ii) and (iii) of subsection (c) of thisSection 2; or

           (b)  Individuals who, as of the date hereof, constitute theBoard (the "Incumbent Board") cease for any reason to constitute atleast a majority of the Board; provided, however, that anyindividual becoming a director subsequent  to the date hereofwhose election, or nomination for election by the Company'sshareholders, was approved by a vote of at least a majority of thedirectors then comprising the Incumbent Board, and if Henkel is notthe acquiring person, any individual nominated as a representativeof Henkel pursuant to the agreement between Henkel and the Companydated July 16, 1986, shall be considered as though such individualwere a member of the Incumbent Board, but excluding, for thispurpose, any such individual whose initial assumption of officeoccurs as a result of an actual or threatened election contest withrespect to the election or removal of  directors or otheractual or threatened solicitation of proxies or consents by or onbehalf of a Person other than the Board; or

           (c)  Consummation by the Company of a reorganization, mergeror consolidation or sale or other disposition of all orsubstantially all of the assets of the Company or the acquisitionof assets of another corporation (a "Business Combination"), ineach case, unless, following such Business Combination, (i) all orsubstantially all of the individuals and entities who were thebeneficial owners, respectively, of the Outstanding Company CommonStock and Outstanding Company Voting Securities immediately priorto such Business Combination beneficially own, directly orindirectly, more than 50% of, respectively, the then outstandingshares of common stock and the combined voting power of the thenoutstanding voting securities entitled to vote generally in theelection of directors, as the case may be, of the corporationresulting from such Business Combination (including, withoutlimitation, a corporation which as a result of such transactionowns the Company or all or substantially all of the Company'sassets either directly or through one or more subsidiaries) insubstantially the same proportions as their ownership, immediatelyprior to such Business Combination of the Outstanding CompanyCommon Stock and Outstanding Company Voting Securities, as the casemay be, (ii) no Person (excluding any employee benefit plan (orrelated trust) of the Company or such corporation resulting fromsuch Business Combination) beneficially owns, directly orindirectly, 20% or more of, respectively, the then outstandingshares of common stock of the corporation resulting from suchBusiness Combination or the combined voting power of the thenoutstanding voting securities of such corporation except to theextent that such ownership existed prior to the BusinessCombination and (iii) at least a majority of the members of theboard of directors of the corporation resulting from such BusinessCombination were members of the Incumbent Board at the time of theexecution of the initial agreement, or of the action of the Board,providing for such Business Combination; or

           (d)  Approval by the shareholders of the Company of a completeliquidation or dissolution of the Company.

                      3.  Employment Period.

                      (a)  This Agreement shall become effective on the EffectiveDate.  Before the Effective Date, the terms and conditions ofthe Executive's employment shall be as set forth in the employmentagreement between the Executive and the Company effective__________________, (the "Current Agreement") during the termthereof.  From and after the Effective Date, this Agreementshall supersede the Current Agreement and any other agreementbetween the parties with respect to the subject matter hereof.

                      (b)  The Company agrees to continue the Executive in itsemploy, and the Executive hereby agrees to remain in the employ ofthe Company subject to the terms and conditions of this Agreement,for the period commencing on the Effective Date and ending onthe

earlier of the second anniversary of such date or the first dayof the month following the Executive's 65th birthday (the"Employment Period").

                       

4.  Terms of Employment.

                      (a)  Position and Duties.  (i)  During theEmployment Period, (A) the Executive's position (including status,offices, titles and reporting requirements), authority, duties andresponsibilities shall be at least commensurate in all materialrespects with the most significant of those held, exercised andassigned to the Executive at any time during the 120-day periodimmediately preceding the Effective Date and (B) the Executive'sservices shall be performed at the location where the Executive wasemployed immediately preceding the Effective Date or any office orlocation not more than 50 miles from such location.

                                  (ii)  During the Employment Period, and excluding any periodsof vacation and sick leave to which the Executive is entitled, theExecutive agrees to devote reasonable attention and time duringnormal business hours to the business and affairs of the Companyand, to the extent necessary to discharge the responsibilitiesassigned to the Executive hereunder, to use the Executive'sreasonable best efforts to perform faithfully and efficiently suchresponsibilities.  During the Employment Period it shall notbe a violation of this Agreement for the Executive to (A) serve oncorporate, 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 havebeen conducted 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.

                      (b)  Compensation.

                                   (i)  Base Salary.  During the Employment Period,the Executive shall receive an annual base salary ("Annual BaseSalary"), which shall be paid at a monthly rate, at least equal totwelve times the highest monthly base salary paid or payable,including any base salary which has been earned but deferred, tothe Executive by the Company and its affiliated companies inrespect of the twelve-month period immediately preceding the monthin which the Effective Date occurs.  During the EmploymentPeriod, the Annual Base Salary shall be reviewed no more than 12months after the last salary increase awarded to the Executiveprior to the Effective Date and thereafter at least annually. Any increase in Annual Base Salary shall not serve to limit orreduce any other obligation to the Executive under thisAgreement.  Annual Base Salary shall not be reduced after anysuch increase and the term Annual Base Salary as utilized in thisAgreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shallinclude any company controlled by, controlling or under commoncontrol with the Company.

                                  (ii)  Annual Bonus.  In addition to Annual BaseSalary, the Executive shall have the opportunity to earn, for eachfiscal year ending during the Employment Period, an Annual Bonus incash at least equal to the highest Annual Bonus the Executive hadthe opportunity to earn for any of the last three full fiscal yearsprior to the Effective Date (annualized in the event that theExecutive was not employed by the Company for the whole of suchfiscal year).  Each such Annual Bonus shall be paid no laterthan the end of the third month of the fiscal year next followingthe fiscal year for which the Annual Bonus is awarded, unless theExecutive shall elect to defer the receipt of such AnnualBonus.

                                  (iii)  Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled toparticipate in all incentive, savings and retirement plans,practices, policies and programs applicable generally to other peerexecutives of the Company and its affiliated companies, but in noevent shall such plans, practices, policies and programs providethe Executive with incentive opportunities (measured with respectto both regular and special incentive opportunities, to the extent,if any, that such distinction is applicable), savings opportunitiesand retirement benefit opportunities, in each case, less favorable,in the aggregate, than the most favorable of those provided by theCompany and its affiliated companies for the Executive under suchplans, practices, policies and programs as in effect at any timeduring the 120-day period immediately preceding the Effective Dateor if more favorable to the Executive, those provided generally atany time after the Effective Date to other peer executives of theCompany and its affiliated companies.

                                  (iv)  Welfare Benefit Plans.  During theEmployment Period, the Executive and/or the Executive's family, asthe case may be, shall be eligible for participation in and shallreceive all benefits under welfare benefit plans, practices,policies and programs provided by the Company and its affiliatedcompanies (including, without limitation, medical, prescriptiondrugs, dental, disability, salary continuance, severance pay,employee life, group life, accidental death and travel accidentinsurance plans and programs) to the extent applicable generally toother peer executives of the Company and its affiliated companies,but in no event shall such plans, practices, policies and programsprovide the Executive with benefits which are less favorable, inthe aggregate, than the most favorable of such plans, practices,policies and programs in effect for the Executive at any timeduring the 120-day period immediately preceding the Effective Dateor, if more favorable to the Executive, those provided generally atany time after the Effective Date to other peer executives of theCompany and its affiliated companies.

                                  (v)  Expenses.  During the Employment Period, theExecutive shall be entitled to receive prompt reimbursement for allreasonable expenses incurred by the Executive in accordance withthe most favorable policies, practices and procedures of the

Company and its affiliated companies in effect for the Executiveat any time during the 120-day period immediately preceding theEffective Date or, if more favorable to the Executive, as in effectgenerally at any time thereafter with respect to other peerexecutives of the Company and its affiliated companies.

                                  (vi)  Fringe Benefits.  During the EmploymentPeriod, the Executive shall be entitled to fringe benefits,including, without limitation, tax and financial planning services,payment of club dues, and, if applicable, use of an automobile andpayment of related expenses, in accordance with the most favorableplans, practices, programs and policies of the Company and itsaffiliated companies in effect  for the Executive at any timeduring the 120-day period immediately preceding the Effective Dateor, if more favorable to the Executive, as in effect generally atany time thereafter with respect to other peer executives of theCompany and its affiliated companies.

                                  (vii)  Office and Support Staff.  During theEmployment Period, the Executive shall be entitled to an office oroffices of a size and with furnishings and other appointments, andto exclusive personal secretarial and other assistance, at leastequal to the most favorable of the foregoing provided to theExecutive by the Company and its affiliated companies at any timeduring the 120-day period immediately preceding the Effective Dateor, if more favorable to the Executive, as provided generally atany time thereafter with respect to other peer executives of theCompany and its affiliated companies.

                                  (viii)  Vacation.  During the Employment Period,the Executive shall be entitled to paid vacation in accordance withthe most favorable plans, policies, programs and practices of theCompany and its affiliated companies as in effect for the Executiveat any time during the 120-day period immediately preceding theEffective Date or, if more favorable to the Executive, as in effectgenerally at any time thereafter with respect to other peerexecutives of the Company and its affiliated companies.

                      5.  Termination of Employment.

                      (a)  Death or Disability.  The Executive'semployment shall terminate automatically upon the Executive's deathduring the Employment Period.  If the Company determines ingood faith that the Disability of the Executive has occurred duringthe Employment Period (pursuant to the definition of Disability setforth below), it may give to the Executive written notice inaccordance with Section 12(b) of this Agreement of its intention toterminate the Executive's employment.  In such event, theExecutive's employment with the Company shall terminate effectiveon the 30th day after receipt of such notice by the Executive (the"Disability Effective Date"), provided that, within the 30 daysafter such receipt, the Executive shall not have returned tofull-time performance of the Executive's duties.  For purposesof this Agreement, "Disability" shall mean the absence of theExecutive from the Executive's duties with the Company on afull-time basis for 180 consecutive business days as a result ofincapacity due to mental or physical illness which is determined tobe total and permanent by a physician selected by the Company orits insurers and acceptable to the Executive or the Executive'slegal representative.

                      (b)  Cause.  The Company may terminate theExecutive's employment during the Employment Period forCause.  For purposes of this Agreement, "Cause" shallmean:

                         (i)  the willful and continued failure of the Executiveto perform substantially the Executive's duties with the Company orone of its affiliates (other than any such failure resulting fromincapacity due to physical or mental illness), after a writtendemand for substantial performance is delivered to the Executive bythe Board, the Chief Executive Officer or a senior officer of theCompany which specifically identifies the manner in which theBoard, Chief Executive Officer or senior officer believes that theExecutive has not substantially performed the Executive's duties,or

                      (ii)  the willful engaging by the Executive in illegal conductor gross misconduct which is materially and demonstrably injuriousto the Company.

For purposes of this provision, no act or failure to act, on thepart of the Executive, shall be considered "willful" unless it isdone, or omitted to be done, by the Executive in bad faith orwithout reasonable belief that the Executive's action or omissionwas in the best interests of the Company.  Any act, or failureto act, based upon authority given pursuant to a resolution dulyadopted by the Board or upon the instructions of the ChiefExecutive Officer or a senior officer of the Company or based uponthe advice of counsel for the Company shall be conclusivelypresumed to be done, or omitted to be done, by the Executive ingood faith and in the best interests of the Company.  Thecessation of employment of the Executive shall not be deemed to befor Cause unless and until there shall have been delivered to theExecutive a copy of a resolution duly adopted by the affirmativevote of not less than three-quarters of the entire membership ofthe Board at a meeting of the Board called and held for suchpurpose (after reasonable notice is provided to the Executive andthe Executive is given an opportunity, together with counsel, to beheard before the Board), finding that, in the good faith opinion ofthe Board, the Executive is guilty of the conduct described insubparagraph (i) or (ii) above, and specifying the particularsthereof in detail.

                      (c)  Good Reason.  The Executive's employment maybe terminated by the Executive for Good Reason.  For purposesof this Agreement, "Good Reason" shall mean:

                         (i)  the assignment to the Executive of any dutiesinconsistent in any respect with the Executive's position(including status, offices, titles and reporting requirements),authority, duties or responsibilities as contemplated by Section4(a) of this Agreement, or any other action by the Company whichresults in a diminution in such position, authority, duties orresponsibilities, excluding for this purpose an isolated,insubstantial and inadvertent action not taken in bad faith andwhich is remedied by the Company promptly after receipt of noticethereof given by the Executive;

                         (ii)  any failure by the Company to comply with any ofthe provisions of Section 4(b) of this Agreement, other than anisolated, insubstantial and inadvertent failure not occurring inbad faith and which is remedied by the Company promptly afterreceipt of notice thereof given by the Executive;

                         (iii)  the Company's requiring the Executive to bebased at any office or location other than as provided in Section4(a)(i)(B) hereof or the Company's requiring the Executive totravel on Company business to a substantially greater extent thanrequired immediately prior to the Effective Date;

                         (iv)  any purported termination by the Company of theExecutive's employment otherwise than as expressly  permittedby this Agreement; or

                         (v)  any failure by the Company to comply with andsatisfy Section 11(c) of this Agreement.

                       

For purposes of this Section 5(c), any good faith determinationof "Good Reason" made by the Executive shall be conclusive.

                      (d)  Notice of Termination.  Any termination bythe Company for Cause, or by the Executive for Good Reason, shallbe communicated by Notice of Termination to the other party heretogiven in accordance with Section 12(b) of this Agreement.  Forpurposes of this Agreement, a "Notice of Termination" means awritten notice which (i) indicates the specific terminationprovision in this Agreement relied upon, (ii) to the extentapplicable, sets forth in reasonable detail the  facts andcircumstances claimed to provide a basis for termination of theExecutive's employment under the provision so indicated and (iii)if the Date of Termination (as defined below) is other than thedate of receipt of such notice, specifies the termination date(which date shall be not more than thirty days after the giving ofsuch notice).  The failure by the Executive or the Company toset forth in the Notice of Termination any fact or circumstancewhich contributes to a showing of Good Reason or Cause shall notwaive any right of the Executive or the Company, respectively,hereunder or preclude the Executive or the Company, respectively,from asserting such fact or circumstance in enforcing theExecutive's or the Company's rights hereunder.

                      (e)  Date of Termination.  "Date of Termination"means (i) if the Executive's employment is terminated by theCompany for Cause, or by the Executive for Good Reason, the date ofreceipt of the Notice of Termination or any later date specifiedtherein, as the case may be, (ii) if the Executive's employment isterminated by the Company other than for Cause or Disability, thedate on which the Company notifies the Executive of suchtermination and

(iii) if the Executive's employment is terminated by reason ofdeath or Disability, the date of death of the Executive or theDisability Effective Date, as the case may be.

                      6.  Obligations of the Company upon Termination.

                      (a)  By the Executive for Good Reason; or by the CompanyOther Than for Cause, Death or Disability.  If, during theEmployment Period, the Company shall terminate the Executive'semployment other than for Cause or Disability or the Executiveshall terminate employment for Good Reason:

              (i)           the Company shall pay to the Executive in a lump sum in cash within30 days after the Date of Termination the aggregate of thefollowing amounts:

                        A.  the sum of (1) the Executive's Annual Base Salary throughthe Date of Termination to the extent not theretofore paid, (2) theproduct of (x) the Average Annual Bonus and (y) a fraction, thenumerator of which is the number of days in the current fiscal yearthrough the Date of Termination, and the denominator of which is365 and (3) any compensation previously deferred by the Executive(together with any accrued interest or earnings thereon) and anyaccrued vacation pay, in each case to the extent not theretoforepaid and in full satisfaction of the rights of the Executivethereto (the sum of the amounts described in clauses (1), (2), and (3) shall be hereinafter referred to as the "AccruedObligations"); and

                        B.  the amount equal to the product of (1) 3 and (2) the sumof (x) the Executive's Annual Base Salary and (y) the AverageAnnual Bonus; and

                        C.  an amount equal to the difference between (a) theactuarial equivalent of the aggregate benefits under the Company'squalified pension and profit-sharing plans (the "Retirement Plans")and any excess or supplemental pension and profit-sharing plans inwhich the Executive participates (collectively, the "NonqualifiedPlans") which the Executive would have been entitled to receive ifthe Executive's employment had continued for the Separation Period,assuming (to the extent relevant) that the Executive's compensationduring the Separation Period would have been equal to theExecutive's compensation as in effect immediately before thetermination or, if higher, on the Effective Date, and that employercontributions to the Executive's accounts in the Retirement Plansand the Nonqualified Plans during the Separation Period would havebeen equal to the average of such contributions for the three yearsimmediately preceding the Date of Termination or, if higher, thethree years immediately preceding the Effective Date, and (b) theactuarial equivalent of the Executive's actual aggregate benefits(paid or payable), if any, under the Retirement Plans and theNonqualified Plans as of the Date of Termination (the actuarialassumptions used for purposes of determining actuarial equivalenceshall be no less favorable to the Executive than the most favorableof those in effect under the Retirement Plan and the NonqualifiedPlans on the Date of Termination and the date of the Change ofControl);

              (ii)           for the Separation Period, the Company shall continue benefits tothe Executive and/or the Executive's family at least equal to thosewhich would have been provided to them in accordance with theplans, programs, practices and policies described in Section4(b)(iv) of this Agreement if the Executive's employment had notbeen terminated or, if more favorable to the Executive, as ineffect generally at any time thereafter with respect to other peerexecutives of the Company and its affiliated companies and theirfamilies (in each case with such contributions by the Executive aswould  have been required had the Executive's employment notbeen terminated); provided, however, that if the Executive becomesreemployed with another employer and is eligible to receive medicalor other welfare benefits under another employer-provided plan, themedical and other welfare benefits described herein shall besecondary to those provided under such other plan during suchapplicable period of eligibility, and for purposes of determiningeligibility (but not the time of commencement of benefits) of theExecutive for retiree benefits pursuant to such plans, practices,programs and policies, the Executive shall be considered to haveremained employed during the Separation Period and to have retiredon the last day of such period.  The Separation Period shallnot be subtracted from the period of months for which the Executiveis eligible for benefits under the Consolidated Omnibus BudgetReconciliation Act of 1985.;

              (iii) if the Executive was entitled to receivefinancial planning and/or tax return preparation benefitsimmediately before the Date of Termination, the Company shallcontinue to provide the Executive with such financial planningand/or tax return preparation benefits with respect to the calendaryear in which the Date of Termination occurs (including withoutlimitation the preparation of income tax returns for that year), onthe same terms and conditions as were in effect immediately beforethe Date of Termination (disregarding for all purposes of thisclause (iii) any reduction or elimination of such benefits that wasthe basis of a termination of employment by the Executive for GoodReason); and

               (iv)  the Executive shall be entitled topurchase the Company-leased automobile, if any, being used by theExecutive prior to termination at the "buyout amount" specified bythe vehicle's lessor.

              (v)           to the extent not theretofore paid or provided, the Company shalltimely pay or provide to the Executive any other amounts orbenefits required to be paid or provided or which the Executive iseligible to receive under any plan, program, policy or practice orcontract or agreement of the Company and its affiliated companies(such other amounts and benefits shall be hereinafter referred toas the "Other Benefits").

           

To the extent any benefits described in Section 6(a)(ii) and(iii) cannot be provided pursuant to the appropriate plan orprogram maintained for employees, the Company shall provide suchbenefits outside such plan or program at no additional cost(including without limitation tax cost) to the Executive.

                      (b)  Death.  If the Executive's employment isterminated by reason of the Executive's death during the EmploymentPeriod, this Agreement shall terminate without further obligationsto the Executive's legal representatives under  thisAgreement, other than for payment of Accrued Obligations and thetimely payment or provision of Other Benefits.  AccruedObligations shall be paid to the Executive's estate or beneficiary,as applicable, in a lump sum in cash within 30 days of the Date ofTermination.

                      (c)  Disability.  If the Executive's employment isterminated by reason of the Executive's Disability during theEmployment Period, this Agreement shall terminate without furtherobligations to the Executive, other than for payment of AccruedObligations and the timely payment or provision of OtherBenefits.  Accrued Obligations shall be paid to the Executivein a lump sum in cash within 30 days of the Date ofTermination.

                      (d)  Cause; Other than for Good Reason.  If theExecutive's employment shall be terminated for Cause during theEmployment Period, this Agreement shall terminate without furtherobligations to the Executive other than the obligation to pay tothe Executive (x) the Annual Base Salary through the Date ofTermination, (y) the amount of any compensation previously deferredby the Executive, and (z) Other Benefits, in each case to theextent theretofore unpaid.  If the Executive voluntarilyterminates employment during the Employment Period, excluding atermination for Good Reason, this Agreement shall terminate withoutfurther obligations to the Executive, other than for AccruedObligations and the timely payment or provision of OtherBenefits.  In such case, all Accrued Obligations shall be paidto the Executive in a lump sum in cash within 30 days of the Dateof Termination.

                      7.  Non-exclusivity of Rights.  Nothing in thisAgreement shall prevent or limit the Executive's continuing orfuture participation in any plan, program, policy or practiceprovided by the Company or any of its affiliated companies and forwhich the Executive may qualify, nor, subject to Section 3(a),shall anything herein limit or otherwise affect such rights as theExecutive may have under any contract or agreement with the Companyor any of its affiliated companies.  Amounts which are vestedbenefits or which the Executive is otherwise entitled to receiveunder any plan, policy, practice or program of or any contract oragreement with the Company or any of its affiliated companies at orsubsequent to the Date of Termination shall be payable inaccordance with such plan, policy, practice or program or contractor agreement except as explicitly modified by this Agreement.

                      8.  Full Settlement.  The Company's obligation tomake the payments provided for in this Agreement and otherwise toperform its obligations hereunder shall not be affected by anyset-off, counterclaim, recoupment, defense or other claim, right oraction which the Company may have against the Executive orothers.  In no event shall the Executive be obligated to seekother employment or take any other action by way of mitigation ofthe amounts payable to the Executive under any of the provisions ofthis Agreement and except as specifically provided in Section6(a)(ii), such amounts shall not be reduced whether or not theExecutive obtains other employment.

                      9.  Certain Additional Payments by the Company.

                      (a)  Anything in this Agreement to the contrarynotwithstanding, in the event it shall be determined that anypayment or distribution by the Company to or for the benefit of theExecutive (whether paid or payable or distributed or distributablepursuant to the terms of this Agreement or otherwise, butdetermined without regard to any additional payments required underthis Section 9) (a "Payment") would be subject to the excisetax imposed by Section 4999 of the Internal Revenue Code of 1986,as amended (the "Code"), or any interest or penalties are incurredby the Executive with respect to such excise tax (such excise tax,together with any such interest and penalties, are hereinaftercollectively referred to as the "Excise Tax"), then the Executiveshall be entitled to receive an additional payment (a "Gross-UpPayment") in an amount such that after payment by the Executive ofall taxes (including any interest or penalties imposed with respectto such taxes), including, without limitation, any income taxes(and any interest and penalties imposed with respect thereto) andExcise Tax imposed upon the Gross-Up Payment, the Executive retainsan amount of the Gross-Up Payment equal to the Excise Tax imposedupon the Payments, provided, however, that a Gross-Up Payment shallonly be made in the event that application of the gross-up featurewould result in the Executive receiving total after-tax Payments ofat least one hundred five percent (105%) of the benefits theExecutive would be entitled to receive without becoming subject tothe tax imposed by Section 4999 of the Code ("Maximum Amount"). Inthe event that a Gross-Up Payment under this Agreement would resultin total after-tax Payments of less than one hundred five percent(105%) of the Maximum Amount, the Executive's Payments shall becapped at the Maximum Amount. If the Payments become subject to thecap described above, the amount due to the Executive under Sections6(a)(i)A, 6(a)(i)B or  6(a)(i)C  (cash Payments) shall bereduced initially; thereafter, the Management Development andCompensation  Committee of the Company’s Board ofDirectors shall determine how the Payments subject to the cap shallbe paid.

                      (b)  Subject to the provisions of Section 9(c), alldeterminations required to be made under this Section 9, includingwhether and when a Gross-Up Payment is required and the amount ofsuch Gross-Up Payment and the assumptions to be utilized inarriving at such determination, shall be made by Ernst & YoungLLP or such other certified public accounting firm as may bedesignated by the Executive (the "Accounting Firm"), which shallprovide detailed supporting calculations both to the Company andthe Executive within 15 business days of the receipt of notice fromthe Executive that there has been a Payment, or such earlier timeas is requested by the Company.  In the event that theAccounting Firm is serving as accountant or auditor for theindividual,  entity or group effecting the Change of Control,the Executive shall appoint another nationally recognizedaccounting firm to make the determinations required hereunder(which accounting firm shall then be referred to as the AccountingFirm hereunder).  All fees and expenses of the Accounting Firmshall be borne solely by the Company.  Any Gross-Up Payment,as determined pursuant to this Section 9, shall be paid by theCompany to the Executive within five days of the receipt of theAccounting Firm's determination.  Any determination by theAccounting Firm shall be binding upon the Company and theExecutive.  As a result of the uncertainty in the applicationof Section 4999 of the Code at the time of the initialdetermination by the Accounting Firm hereunder, it is possible thatGross-Up Payments which will not have been made by the Companyshould have been made ("Underpayment"), consistent with thecalculations required to be made hereunder.  In the event thatthe Company exhausts its remedies pursuant to Section 9(c) and theExecutive thereafter is required to make a payment of any ExciseTax, the Accounting Firm shall determine the amount of theUnderpayment that has occurred and any such Underpayment shall bepromptly paid by the Company to or for the benefit of theExecutive.

                      (c)  The Executive shall notify the Company in writing of anyclaim by the Internal Revenue Service that, if successful, wouldrequire the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but nolater than ten business days after the Executive is informed inwriting of such claim and shall apprise the Company of the natureof such claim and the date on which such claim is requested to bepaid.  The Executive shall not pay such claim prior to theexpiration of the 30-day period following the date on which itgives such notice to the Company (or such shorter period ending onthe date that any payment of taxes with respect to such claim isdue).  If the Company notifies the Executive in writing priorto the expiration of such period that it desires to contest suchclaim, the Executive shall:

                (i)   give the Company anyinformation reasonably requested by the Company relating to suchclaim,

              (ii)           take such action in connection with contesting such claim as theCompany shall reasonably request in writing from time to time,including, without limitation, accepting legal representation withrespect to such claim by an attorney reasonably selected by theCompany,

              (iii)           cooperate with the Company in good faith in order effectively tocontest such claim, and

              (iv)           permit the Company to participate in any proceedings relating tosuch claim;

provided, however, that the Company shall bear and pay directlyall costs and expenses (including additional interest andpenalties) incurred in connection with such contest and shallindemnify and hold the Executive harmless, on an after-tax basis,for any Excise Tax or income tax (including interest and penaltieswith respect thereto) imposed as a result of such representationand payment of costs and expenses.  Without limitation on theforegoing provisions of this Section 9(c), the Company shallcontrol all proceedings taken in connection with such contest and,at its sole option, may pursue or forgo any and all administrativeappeals, proceedings, hearings and conferences with the taxingauthority in respect of such claim and may, at its sole option,either direct the Executive to pay the tax claimed and sue for arefund or contest the claim in any permissible manner, and theExecutive agrees to prosecute such contest to a determinationbefore any administrative tribunal, in a court of initialjurisdiction and in one or more appellate courts, as the Companyshall determine; provided, however, that if the Company directs theExecutive to pay such claim and sue for a refund, the Company shalladvance the amount of such payment to the Executive, on aninterest-free basis and shall indemnify and hold the Executiveharmless, on an after-tax basis, from any Excise Tax or income tax(including interest or penalties with respect thereto) imposed withrespect to such advance or with respect to any imputed income withrespect to such advance; and further provided that any extension ofthe statute of limitations relating to payment of taxes for thetaxable year of the Executive with respect to which such contestedamount is claimed to be due is limited solely to such contestedamount.  Furthermore, the Company's control of the contestshall be limited to issues with respect to which a Gross-Up Paymentwould be payable hereunder and the Executive shall be entitled tosettle or contest, as the case may be, any other issue raised bythe Internal Revenue Service or any other taxing authority.

                      (d)  If, after the receipt by the Executive of an amountadvanced by the Company pursuant to Section 9(c), theExecutive becomes entitled to receive any refund with respect tosuch claim, the Executive shall (subject to the Company's complyingwith the requirements of Section 9(c)) promptly pay to theCompany the amount of such refund (together with any interest paidor credited thereon after taxes applicable  thereto). If, after the receipt by the Executive of an amount advanced by theCompany pursuant to Section 9(c), a determination is made thatthe Executive shall not be entitled to any refund with respect tosuch claim and the Company does not notify the Executive in writingof its intent to contest such denial of refund prior to theexpiration of 30 days after such determination, then such advanceshall be forgiven and shall not be required to be repaid and theamount of such advance shall offset, to the extent thereof, theamount of Gross-Up Payment required to be paid.

                   10. Post Termination Obligations.

                   (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 Section10(b), and in consideration of this Agreement, Executive agreesthat for a period of two years after termination of his

employment, he shall not, for himself or any third party,directly or indirectly (i) divert or attempt to divert from theCompany (or any Affiliated Company) any business of any kind inwhich it is engaged, including, without limitation, thesolicitation of its customers as to products which are directlycompetitive with products sold by the Company at the time of theExecutive's termination, or interference with any of its suppliersor customers, or (ii) solicit for employment any person employed bythe Company, or by any Affiliated Company, during the period ofsuch person's employment and for a period of one year after thetermination of such 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 thepermission of the Company's Public Relations Department.

                   (e) Remedies.  Nothing in this Section 10 is intended tolimit any remedy of the Company under the California Uniform TradeSecrets Act (California Civil Code Section 3426), or otherwiseavailable under law.

                   (f)  Inno event shall an asserted violation of the provisions of thisSection 10 constitute a basis for deferring or withholding anyamounts otherwise payable to the Executive pursuant to thisAgreement.

                      11.  Successors.

                      (a)  This Agreement is personal to the Executive and withoutthe prior written consent of the Company shall not be assignable bythe Executive 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)  This Agreement shall inure to the benefit of and bebinding upon the Company and its successors and assigns.

                      (c)  The Company will require any successor (whether direct orindirect, by purchase, merger, consolidation or otherwise) to allor substantially all of the business and/or assets of the Companyto assume 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 ashereinbefore  defined and any successor to its business and/orassets as aforesaid which assumes and agrees to perform thisAgreement by operation of law, or otherwise.

                      12.  Miscellaneous.

                      (a)  This Agreement shall be governed by and construed inaccordance with the laws of the State of California, withoutreference to principles of conflict of laws.  The captions ofthis Agreement are not part of the provisions hereof and shall haveno force or effect.  This Agreement may not be amended ormodified otherwise than by a written agreement executed by theparties hereto or their respective successors and legalrepresentatives.

                      (b)  All notices and other communications hereunder shall bein writing and shall be given by hand delivery to the other partyor by registered or certified mail, return receipt requested,postage prepaid, addressed as follows:

                      If to the Executive:

                      To the address written below the Executive's signature on the lastpage of this Agreement.

                      If to the Company:

                      The Clorox Company

                      1221 Broadway

                      Oakland, California  94612

                                  Attention:  General Counsel

or to such other address as either party shall have furnished tothe other in writing in accordance herewith.  Notice andcommunications shall be effective when actually received by theaddressee.

                      (c)  The invalidity or unenforceability of any provision ofthis Agreement shall not affect the validity or enforceability ofany other provision of this Agreement.

                      (d)  The Company may withhold from any amounts payable underthis Agreement such Federal, state, local or foreign taxes as shallbe required to be withheld pursuant to any applicable law orregulation.

                      (e)  This Agreement may not be modified, amended, orterminated except by an instrument in writing, signed by theExecutive and by a duly authorized representative of the Companyother than Executive.  By an instrument in writing similarlyexecuted, either party may waive compliance by the other party withany provision of this Agreement that such other party was or isobligated to comply with or perform, provided, however, that suchwaiver shall not operate as a waiver of, or estoppel with respectto, any other or subsequent failure.  No failure to exerciseand no delay in exercising any right, remedy, or power hereundershall operate as a waiver thereof, nor shall any single or partialexercise of any right, remedy, or power hereunder preclude anyother or further exercise thereof or the exercise of any otherright, remedy, or power provided herein or by law or in equity.

                      (f)  Together with the Current Agreement, the terms of thisAgreement are intended by the parties to be the final expression oftheir agreement with respect to the employment of Executive by theCompany and may not be contradicted by evidence of any prior orcontemporaneous agreement.  The parties further intend thatthis Agreement and the Current Agreement shall constitute thecomplete and exclusive statement of their terms and that noextrinsic evidence whatsoever may be introduced in any judicial,administrative, or other legal proceeding involving eitherAgreement.  The Current Agreement and this Agreement supersedeany prior Agreements, written or oral, between the Company and theExecutive concerning the terms of his employment.

                      13. Executive Acknowledgment.  Executive acknowledges(a) that he has consulted with or has had the opportunity toconsult with 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 fullyaware of its legal effect, and has entered into it freely based onhis own judgment.

                      14.  Arbitration.  Any controversy between theExecutive or the Executive's heirs or estate and the Company or anyemployee of the Company, including but not limited to, thoseinvolving the construction or application of any of the terms,provisions or conditions of this Agreement or otherwise arising outof or related to this Agreement, shall be settled by arbitrationbefore a single arbitrator in accordance with the then currentcommercial arbitration rules of the American ArbitrationAssociation, and judgment on the award rendered by the arbitratormay be entered by any court having jurisdiction thereof.  Thelocation of the arbitration shall be San Francisco, California ifthe Executive's current or most recent location of employment withthe Company is or was located in Alameda County, California. If it is or was elsewhere, the arbitration shall be held at thecity nearest to the Executive's last location of employment withthe Company which has an office of the American ArbitrationAssociation.  The arbitrator shall award attorney's fees tothe Executive to the extent that the Executive prevails in thearbitration proceeding.

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

THE CLOROX COMPANY

The Company

By:                                                                                                               

           P. D. Bewley           (Executive)

           It’s Senior Vice President

                                  _________________________

                                  (Address)

                                  _________________________

                                  _________________________