EXHIBIT 10(xx)

ShareRepurchase Agreement

This Share RepurchaseAgreement (the “Agreement”) is made this 16th day ofJuly, 2003 (“Effective Date”), by and between HCInvestments, Inc., a Delaware corporation with offices at 1105North Market Street, Suite 1300, Wilmington, Delaware 19081 (“Henkel”), and The Clorox Company, a Delawarecorporation with offices at 1221 Broadway, Oakland, CA 94612(“Clorox” or the “Company”).

# **Background**

Clorox has determined thatit is in its stockholders’ best interests for Clorox toutilize a portion of its free cash flow to repurchase shares of itscommon stock, $1 par value (the “Stock”).  Henkelis a significant stockholder, with holdings on the Effective Dateequal to approximately 29.4% of Clorox’s outstanding Stock(which Clorox represents to be two hundred thirteen million sevenhundred forty-seven thousand six hundred seventy-five (213,747,675)shares as of the date hereof).  Clorox has determined that itdoes not desire to have its share repurchases result inHenkel’s overall percentage ownership in Clorox Stockbecoming greater than thirty percent (30%).  Accordingly,Henkel and Clorox hereby agree, in accordance with the terms andconditions set forth below, that Henkel will participate inClorox’s Stock repurchase program.

# **Terms andConditions**

    - Definitions

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**a. **“Purchase Date” shall mean December 15, 2003, June 15,2004, December 15, 2004 and June 15, 2005.

“Calculation Period” shall mean, for the December15, 2003 Purchase Date, the period from the Effective Date untilthe eighth business day prior to the Purchase Date and for eachsubsequent Purchase Date, the period from seven business days priorto the previous Purchase Date to the trading day immediately beforethe seventh business day prior to such Purchase Date.

“Non-Henkel Purchases” shall mean Clorox’spurchases of Stock during any Calculation Period from persons otherthan Henkel.

“Applicable Non-Henkel Purchases” shall mean thoseNon-Henkel Purchases during any Calculation Period that areeffected at or above the then applicable Minimum Price (as definedbelow).

“Value” shall mean the total purchase price (neitherincreased nor reduced by commissions or fees paid by Clorox to itsbrokers and advisors) of all Applicable Non-Henkel Purchases duringthe applicable Calculation Period divided by the total number ofshares of Stock included in Applicable Non-Henkel Purchases duringthe Calculation Period.

“Henkel Ratio” for any Calculation Period shall meanthe quotient (rounded to the nearest hundredth) resulting fromdividing the percentage of Stock owned by Henkel by the percentageof  Stock owned by persons other than Henkel, in each case, atthe start of such Calculation Period. The “HenkelRatio” at the Effective Date is 41.64% (arrived at asfollows: 29.4% ̧70.6%).

“Non-Henkel Ratio” for any Calculation Period shallmean the quotient (rounded to the nearest hundredth) resulting fromdividing the percentage of Stock owned by persons other thanHenkel  by the percentage of  Stock owned by Henkel, ineach case, at the start of such Calculation Period. The“Non-Henkel Ratio” at the Effective Date is 2.4(arrived at as follows: 70.6% ̧29.4%).
    - StockRepurchase .

      - Time andamount .  Subject to and contingent upon the termsand conditions stated in Sections 2 and 3 of this Agreement, Cloroxwill purchase from Henkel, and Henkel will agree to sell to Cloroxon the Purchase Dates the number of shares of Stock that, whenmultiplied by the Value for the applicable Calculation Period, willhave a total value of up to: $50 million on December 15, 2003, $50million on June 15, 2004, $65 million on December 15, 2004 and $65million on June 15, 2005. If, during the relevant CalculationPeriod, Clorox issues any new Stock (including reissuances oftreasury shares), other than pursuant to an employee or directorcompensation plan, including, but not limited to, The CloroxCompany 1987 Long-Term Compensation Plan, The Clorox Company 1996Stock Incentive Plan, The Clorox Company Executive IncentiveCompensation Plan, The Clorox Company Independent Directors’Stock-Based Compensation Plan and The Clorox Company 1993Directors’ Stock Option Plan, then, at Henkel’s option,the number of shares of Stock that Henkel will agree to sell toClorox shall be reduced to the number of shares of Stock that, whensubtracted from Henkel’s then current holdings, will resultin Henkel owning no less than the same  percentage  ofClorox’s then aggregate outstanding Stock, as Henkel owned atthe start of such Calculation Period.  In each case, thepurchase price per share of Stock purchased from Henkel shall beequal to the then applicable Value and the payment for such sharesshall be made in immediately available funds on the applicablePurchase Date. In order that Henkel may verify the Value as at anyPurchase Date, at least five (5) business days prior to suchPurchase Date, Clorox will supply to Henkel, in writing, the volumeweighted average purchase price calculation, and all supportingdocumentation, for all Non-Henkel Purchases and Applicable Non–Henkel Purchases for the applicable Calculation Period.Should Henkel object to any of these calculations, Henkel may delaythe Purchase Date until it is satisfied with the informationprovided and the calculations supported thereby. Upon receipt ofthe agreed upon Purchase Price, Henkel will transfer the relevantnumber of shares of Stock to Clorox.

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      - 10b5**-**1Plan .  During the period when Clorox may purchaseStock on the open market prior to the end of Clorox’s first,second, and fourth quarters in Clorox’s 2004 fiscal year andsecond quarter in Clorox’s 2005 fiscal year (each suchpre - quarter-end period being hereafter referred to as an“Open Window”) Clorox shall enter into 10b5-1 plansobligating Clorox to purchase, prior to the next Purchase Date, anumber of shares of Stock from persons other than Henkel, thatwould be no less than the number of shares of Stock that Cloroxchooses to purchase from Henkel on that Purchase Date multiplied bythe Non-Henkel Ratio for each relevant Calculation Period

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      - Limitations on amountof purchases .

Establishment of minimum and maximum prices.  BeforeClorox makes any purchases of Stock in any Calculation Period,Henkel has the right to set a minimum purchase price(“Minimum Price”) and Clorox has the right to establisha maximum purchase price for such Calculation Period(“Maximum”).  Clorox shall supply Henkel withwritten notice of any Maximum at least ten (10) days prior to thestart of each Calculation Period. The Minimum Price for the firstCalculation Period is    per share, excludingcommissions, and the Maximum for the first Calculation Periodis    per share, excluding commissions.  Cloroxwill request, in writing, Henkel’s Minimum Price, at leastfifteen  (15) days prior to the beginning of any CalculationPeriod.  If Henkel does not provide Clorox with a response, inwriting, or otherwise notify Clorox at least five (5) days prior tothe beginning of any Calculation Period, the then current MinimumPrice shall remain in effect during the next CalculationPeriod.  If Clorox does not timely send such request toHenkel, then Henkel may set the Minimum Price at any time.

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Maximum limitation.  Clorox shall have the right notto purchase shares of Stock during any Calculation Period at morethan the Maximum.  If, during any Calculation Period,Non-Henkel Purchases are limited under the applicable 10b5-1 planbecause the market price exceeds the Maximum at any time duringthat Calculation Period, and Clorox’s maximum dollar amountof purchases from Henkel, as set forth in Section 2.a. of thisAgreement, on a Purchase Date would cause the amount of Stockrequired to be purchased from Henkel to exceed the applicableHenkel Ratio of all Non-Henkel Purchases during the applicableCalculation Period, any obligation of Clorox to purchase Stock fromHenkel on that Purchase Date shall be reduced to a dollar amountequal to the Henkel Ratio of the number of shares of Stock includedin Non-Henkel Purchases during the Calculation Period multiplied bythe Value for that Calculation Period.

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Minimum Limitation.  If the number of shares ofStock determined by dividing Clorox’s purchase obligation forthe applicable Purchase Date under section 2.a. above by the Valuewould exceed the Henkel Ratio of all Non-Henkel Purchases for thatCalculation Period, Clorox’s obligation to purchase Stockfrom Henkel on that Purchase Date shall be reduced to a dollaramount equal to the Henkel Ratio of the number of shares of Stockincluded in the Non-Henkel Purchases for that Calculation Periodmultiplied by the Value for that Calculation Period.

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Regulatory Limitation.  If, in the opinion ofClorox’s counsel, (1) Clorox may not enter into a 10b5-1 planfor any Calculation Period because of the existence of materialnon-public information at the time when such plan would otherwisehave been executed during the “Open Window”, (2) Cloroxmay not make Non-Henkel Purchases during any Calculation Periodbecause it is involved in a distribution subject to Rule 102 ofRegulation M (17 CFR §242.102) under the Securities ExchangeAct of 1934, as amended (the “Exchange Act”) or (3)federal or state law otherwise prohibits Clorox from makingNon-Henkel Purchases during any Calculation Period, Clorox’sobligation to purchase Stock from Henkel on the applicable PurchaseDate shall be reduced to an amount equal to the Henkel Ratio of theshares of Stock included in the Non-Henkel Purchases actually madeduring the applicable Calculation Period multiplied by the Valuefor that Calculation Period. In the event that one of theregulatory limitation events described in this paragraph preventsClorox from making Non-Henkel Purchases during only a portion of aCalculation Period, Clorox shall make reasonable good faith effortsduring the remainder of the Calculation Period to make Non-HenkelPurchases sufficient to allow it to fulfill its purchase obligationunder section 2.a. above.  Clorox shall promptly give Noticeto Henkel if any circumstance noted in this Section should, in theopinion of Clorox’s counsel, be deemed toexist.  

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      - Option to increasepurchases .  Subject to Section 2(f) below, Cloroxshall have the right to increase the amount of its purchases underSection 2.a. by up to $15 million on any Purchase Date, providedthat, if such increase occurs on December 15 of 2003 or 2004, theincreased amount shall become Clorox’s minimum purchaseobligation for the following Purchase Date.  If Clorox wishesto increase its purchase amount from Henkel on any Purchase Date,it shall increase its Non-Henkel Purchases during the applicableCalculation Period so that the number of shares of Stock purchasedfrom Henkel on the Purchase Date does not exceed the Henkel Ratioof the shares purchased through Non-Henkel Purchases during theCalculation Period.

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      - Option to roll overpurchases .  If Clorox purchases from Henkel lessthan the maximum dollar amount of Stock permitted to be purchasedon any Purchase Date under Section 2.a. above, Clorox may add thedifference between the permitted purchase amount and the actualpurchase amount on that Purchase Date to the maximum purchaseamount applicable to the next Purchase Date. Such increased maximumpurchase amount shall become the maximum purchase amount for thatPurchase Date under Section 2.a.

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      - OverallLimitation .  Notwithstanding any other provision ofthis Agreement, the maximum amount of Stock that Clorox maypurchase from Henkel pursuant to this Agreement shall be limited toStock with a purchase price under this Agreement no greater than$255 million in the aggregate.

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      - HenkelRight to Purchase .  If Clorox issues any new Stock(including reissuances of treasury shares),  other than pursuant to an employee or director compensationplan, including, but not limited to, The Clorox Company 1987Long-Term Compensation Plan, The Clorox Company 1996 StockIncentive Plan, The Clorox Company Executive Incentive CompensationPlan, The Clorox Company Independent Directors’ Stock-BasedCompensation Plan and The Clorox Company 1993 Directors’Stock Option Plan,  during the period from the Effective Datethrough December 15, 2005 or, if this Agreement is terminatedpursuant to Section 3.b., the date six (6) months after the lastpurchase from Henkel made hereunder, whichever is earlier ,  and Henkel's ownership interest in Cloroxshall, as a result, be less than 29.4% of the aggregate outstandingStock on and as of December 15, 2005 or on and as of the date sixmonths after the last purchase from Henkel made hereunder,whichever is applicable, Henkel shall have the right, on notice toClorox given no later than January 15, 2006 or thirty (30) daysafter the end of the six month period referred to above in thissentence, whichever is applicable, to re-purchase from Clorox of anumber of shares of Stock sold hereunder equal to the lesser of (x)such number of shares of Stock as will increase Henkel's ownershipinterest in Clorox to 29.4% of the then outstanding Stock (aftergiving effect to such issuance)and (y) the number of shares ofStock that Henkel had sold to Clorox under this Agreement (or, ineither case, such lesser number as Henkel may elect in its noticeto Clorox).  Re-purchases shall occur sequentially, beginningwith the most recent sales. The re-purchase price shall be equal tothe price at which Henkel sold the applicable shares to Clorox.Within two (2) weeks of receipt of notice under this Section 2.g.,the parties shall hold a closing of the repurchase transaction. Theparties shall comply with the Securities Act of 1933 (the“Securities Act”) in connection with any repurchasehereunder, provided that Clorox shall not be required to registerthe sale to Henkel of the shares that Henkel repurchases.

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    - Term andTermination.

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      - Term . The term of this Agreement shall start on the Effective Date andend on January 31, 2006.

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      - Termination .

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**i.   **Withoutcause.  Either party may terminate this Agreement withoutcause, for any reason or without reason, by giving at least thirty(30) days prior written notice to the other party.  However,obligations, if any, arising prior to such termination with respectto the then current Calculation Period in effect at the time thatthe notice of termination is provided, shall survivetermination.

**ii.  **Extraordinary CashNeeds.  Clorox may terminate this Agreement by givingnotice if the Clorox Board of Directors approves an acquisition orother capital appropriation or expenditure that individually or,when aggregated with related acquisitions, appropriations orexpenditures, over a period of twelve (12) months, requires thetotal expenditure of more than five hundred million dollars($500,000,000) in cash.

**iii. **Change of Control.  Either party may terminate thisAgreement by giving notice at any time that Clorox has entered intoan agreement that will result in a change of control of Clorox orthat a change of control of Clorox has occurred. “Change of control” for purposes of this Agreementshall mean:

The acquisition by any individual, entity or group(within the meaning of Section 13(d)(3) or 14(d)(2) of the ExchangeAct, (a "Person") of beneficial ownership (within the meaning ofRule 13d-3 promulgated under the Exchange Act) of 20%, or in thecase of Henkel KGaA, or any person controlled by it ("HenkelGroup"), more than the percentage of the Company's issued Stockagreed to in paragraph 4(a) of the June 18, 1981agreement between the Company and Henkel Group, as amended, ofeither (i) the then outstanding Stock of the Company (the"Outstanding Stock") or (ii) the combined voting power of the thenoutstanding voting securities of the Company entitled to votegenerally in the election of directors (the "Outstanding CompanyVoting Securities"); provided, however, that for purposes of thissubsection (1), 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 Group to more than theapplicable percentage set forth above, (iii) any acquisition by anyemployee benefit plan (or related trust) sponsored or maintained bythe Company or any corporation controlled by the Company or (iv)any acquisition by any corporation pursuant to a transaction whichcomplies with clauses (i), (ii) and (iii) of subsection (3) of thisSection 3.b.iii; or

Individuals who, as of the date hereof, constitutethe Board of Directors of Clorox (the "Incumbent  Board") cease for any reason to constitute at least a majority ofthe Board; provided, however, that any individual becoming adirector subsequent to the date hereof whose election, ornomination for election by the Company's shareholders, was approvedby a vote of at least a majority of the directors then comprisingthe Incumbent Board, and any individual nominated as arepresentative of Henkel Group pursuant to the agreement betweenHenkel Group and the Company dated July 16, 1986, shall beconsidered as though such individual were a member of the IncumbentBoard, but excluding, for this purpose, any such individual whoseinitial assumption of office occurs as a result of an actual orthreatened election contest with respect to the election or removalof directors or other actual or threatened solicitation of proxiesor consents by or on behalf of a Person other than the Board;or

Consummation by the Company of a reorganization,merger or 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 Stock andOutstanding Company Voting Securities immediately prior to suchBusiness Combination beneficially own, directly or indirectly, morethan 50% of, respectively, the then outstanding shares of stock andthe combined voting power of the then outstanding voting securitiesentitled to vote generally in the election of directors, as thecase may be, of the corporation resulting from such BusinessCombination (including, without limitation, a corporation which asa result of such transaction owns the Company or all orsubstantially all of the Company's assets either directly orthrough one or more subsidiaries),  (ii) no Person (excludingany employee benefit plan (or related trust) of the Company or suchcorporation resulting from such Business Combination) beneficiallyowns, directly or indirectly, 20% or more of, respectively, thethen outstanding shares of common stock of the corporationresulting from such Business Combination or the combined votingpower of the then outstanding voting securities of such corporationexcept to the extent that such ownership existed prior to theBusiness Combination and (iii) at least a majority of the membersof the board of directors of the corporation resulting from suchBusiness Combination were members of the Incumbent Board at thetime of the execution of the initial agreement, or of the action ofthe Board, providing for such Business Combination; or

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Approval by the shareholders of the Company of acomplete liquidation or dissolution of the Company.

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**(iv)      **Notwithstanding the foregoing, no termination of this Agreementprior to January 31, 2006, under clause i, ii or iii of thisSection 3.b, shall terminate Henkel's right to purchase Stock underSection 2.g in respect of any dilution caused by the issuance ofshares of Stock by Clorox on or prior to the date six months aftersuch termination.

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**4.General**

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a.  Notices.  Notices under this Agreement shall beeffective when sent by fax, with a confirmation copy then sent byfirst class, postage paid mail, return receipt requested, or byovernight delivery, to the following fax numbers andaddressees:

      If to The CloroxCompany:

      1221Broadway

      Oakland, CA94612

      Attn: GeneralCounsel

      Fax: (510)271-1696

If to HC Investments,Inc.

1105 North Market Street,Suite 1300

Wilmington, Delaware19081

Attn:     James E. Ripka,President

      Fax:  (610)270-8104

With a copy to Kenneth R.Piña, Secretary, HC Investments, Inc. at:

2200 RenaissanceBlvd.

Gulph Mills, PA19406

Fax:  (610)270-8219

or to such other addressas either party may from time to time specify in writing to theother by like notice.

Entire Agreement.  This Agreement constitutes theentire agreement and understanding of the parties hereto withrespect to the purchase and sale of shares of Stock provided bythis Agreement.  No aspect of this Agreement shall beconstrued to conflict with or supersede any provision contained inany other agreement between Clorox, and any other company withinthe Henkel Group.

Governing Law.  This Agreement shall be deemed tohave been made in the State of Delaware, and its form, execution,validity, construction and effect shall be interpreted inaccordance with the laws of the State of Delaware, without recourseto the conflict of laws principles thereof.  Any disputesarising from this Agreement shall be resolved in the state and/orfederal courts located in the State of Delaware.  Both partiesconsent to the jurisdiction of the State of Delaware.

Confidentiality. Each party agrees that, except asrequired by law (including Section 13under the Exchange Act) or theapplicable regulations of a relevant stock exchange, any non-publicinformation learned or obtained by such party from the other partyunder this Agreement shall be kept confidential and will not bedisclosed to any other person. For the avoidance of doubt, eachparty shall be permitted to disclose publicly the existence andsubstance of this agreement after it has been executed by bothparties.

IN WITNESS WHEREOF, theparties have caused this Agreement to be executed on their behalfby their authorized officers whose signatures appearbelow.

THE CLOROXCOMPANY                                      HC INVESTMENTS, INC.

By:                                                                            By:                                                     

Name:                                                                       Name:                                                

Title:                                                                          Title:                                                   

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