**EXHIBIT10-1**

SHAREEXCHANGE AGREEMENT

by andamong

THE CLOROXCOMPANY,

HENKELKGaA

and

HCINVESTMENTS, INC.

As ofOctober 6, 2004

TABLE OFCONTENTS

PAGE

Article I........... CERTAIN DEFINITIONS ANDOTHER MATTERS........... 2

Section 1.1..... CertainDefinitions..... 2

Section 1.2..... TermsDefined in Other Sections..... 13

Section 1.3.....Interpretation..... 15

Article II...........EXCHANGE OF STOCK; CLOSING; CONSIDERATION ADJUSTMENTS...........15

Section 2.1..... Exchangeof Stock..... 15

Section 2.2.....Closing..... 15

Section 2.3.....Clorox’s Deliveries at the Closing..... 15

Section 2.4.....Parent’s and HCI’s Deliveries at the Closing.....16

Section 2.5..... PurchasePrice Adjustment; Selected Financial Items..... 17

Section 2.6..... PurchasePrice Adjustment; Clorox Korea..... 18

Section 2.7..... PurchasePrice Adjustment; Additional Provisions..... 20

Article III...........REORGANIZATION........... 20

Section 3.1.....Reorganization..... 20

Section 3.2..... BusinessAssets..... 20

Section 3.3..... ExcludedAssets..... 22

Section 3.4..... BusinessLiabilities..... 22

Section 3.5..... ExcludedLiabilities..... 22

Section 3.6.....Taxes..... 23

Section 3.7.....Insurance..... 23

Article IV...........REPRESENTATIONS AND WARRANTIES OF CLOROX........... 24

Section 4.1.....Organization and Standing..... 24

Section 4.2.....Subsidiaries..... 24

Section 4.3.....Capitalization..... 25

Section 4.4..... CorporatePower and Authority..... 25

Section 4.5.....Conflicts; Consents and Approvals..... 26

Section 4.6..... Board andStockholder Approval..... 27

Section 4.7..... NoMaterial Adverse Effect..... 27

Section 4.8.....Taxes..... 27

Section 4.9.....Compliance with Law..... 29

Section 4.10.....Intellectual Property..... 30

Section 4.11..... Title toAssets; Sufficiency..... 31

Section 4.12.....Environmental Matters..... 32

Section 4.13.....Litigation..... 33

Section 4.14..... EmployeeBenefit Plans...... 33

Section 4.15.....Contracts..... 34

Section 4.16..... Laborand Employment Matters..... 36

Section 4.17.....Financial Statements..... 36

Section 4.18..... Permits;Compliance..... 37

Section 4.19..... RealEstate..... 37

Section 4.20.....PP&E..... 38

Section 4.21.....Intercompany Services..... 38

Section 4.22.....Relationships with Customers and Suppliers..... 38

Section 4.23.....Guarantees..... 39

Section 4.24..... ProductRecalls..... 39

Section 4.25.....Toxicological Information..... 39

Section 4.26..... NoPayments or Benefits to Government Officials..... 39

Section 4.27.....Financing..... 40

Section 4.28..... NoRepurchases of Clorox Common Stock..... 40

Section 4.29.....Brokers..... 40

Article V...........REPRESENTATIONS AND WARRANTIES OF PARENT AND HCI...........40

Section 5.1.....Organization and Standing..... 40

Section 5.2..... CorporatePower and Authority..... 40

Section 5.3.....Conflicts; Consents and Approvals..... 41

Section 5.4.....HCI‐Owned Clorox Shares..... 42

Section 5.5..... Board andStockholder Approval..... 42

Section 5.6.....Litigation..... 42

Section 5.7..... NoMaterial Adverse Effect..... 42

Section 5.8.....Investment Representation..... 42

Section 5.9.....Taxes..... 43

Section 5.10.....Governmental Actions..... 43

Section 5.11.....Brokers..... 43

Article VI...........COVENANTS AND AGREEMENTS........... 43

Section 6.1..... Accessand Information..... 43

Section 6.2..... Conductof Business..... 44

Section 6.3..... Effortsto Consummate; Further Assurances..... 45

Section 6.4..... CertainCovenants..... 47

Section 6.5.....Notification by the Parties..... 48

Section 6.6..... InsurancePolicies..... 48

Section 6.7.....Confidentiality; Access to Records after Closing..... 48

Section 6.8..... Releaseof Guarantees; Intercompany Accounts..... 49

Section 6.9.....Cooperation with Respect to Financial Reporting..... 50

Section 6.10.....Non-Solicitation of Employees..... 50

Section 6.11..... NoSolicitation..... 50

Section 6.12..... Use OfNames..... 50

Section 6.13..... TaxTreatment — Cooperation..... 51

Section 6.14..... NoPurchases of Clorox Common Stock..... 51

Section 6.15.....Non-competition..... 52

Section 6.16..... Paymentsof Receivables after Closing..... 53

Section 6.17.....Indemnification; D&O Insurance..... 53

Section 6.18.....Employment Matters..... 54

Section 6.19..... Optionsto Purchase Clorox Stock Held By Transferred Employees.....54

Section 6.20.....Continuing Obligations..... 55

Section 6.21..... Purchaseof Inventory..... 55

Article VII........... TAXMATTERS........... 55

Article VIII...........CONDITIONS TO CLOSING........... 55

Section 8.1..... MutualConditions..... 55

Section 8.2.....Conditions to Parent’s and HCI’s Obligations.....56

Section 8.3.....Conditions to Clorox’s Obligations..... 56

Section 8.4.....Frustration of Closing Conditions..... 57

Article IX...........TERMINATION........... 57

Section 9.1.....Termination ..... 57

Section 9.2..... Effect ofTermination..... 58

Article X...........SURVIVAL OF REPRESENTATIONS AND WARRANTIES;INDEMNIFICATION........... 58

Section 10.1..... Survivalof Representations and Warranties..... 58

Section 10.2.....Indemnification by Clorox..... 58

Section 10.3.....Indemnification by Parent..... 59

Section 10.4.....Definition of Damage; Determination of Indemnification.....60

Section 10.5.....Notice..... 60

Section 10.6..... ThirdParty Claim..... 61

Section 10.7.....Exclusivity..... 63

Section 10.8..... TaxTreatment of Indemnity Payments..... 63

Section 10.9.....Environmental Matters..... 63

Article XI...........MISCELLANEOUS........... 63

Section 11.1.....Notices..... 63

Section 11.2.....Expenses..... 65

Section 11.3.....Governing Law; Consent to Jurisdiction..... 65

Section 11.4..... DisputeResolution..... 65

Section 11.5..... Waiverof Jury Trial..... 66

Section 11.6.....Assignment; Successors and Assigns; No Third Party Rights.....67

Section 11.7.....Counterparts..... 67

Section 11.8..... Titlesand Headings..... 67

Section 11.9..... EntireAgreement..... 67

Section 11.10.....Amendment and Modification..... 67

Section 11.11.....Publicity; Public Announcements..... 67

Section 11.12.....Waiver..... 68

Section 11.13.....Severability..... 68

Section 11.14..... NoStrict Construction..... 68

Section 11.15.....Knowledge..... 68

Section 11.16.....Affiliate Status..... 68

Section 11.17..... TaxConsequences..... 68

Section 11.18.....Specific Performance..... 69

SHAREEXCHANGE AGREEMENT

This SHARE EXCHANGEAGREEMENT, dated as of October 6, 2004 (together with theschedules, exhibits, annexes and disclosure schedule hereto, this“Agreement”), is entered into by and among THECLOROX COMPANY, a Delaware corporation having its principal placeof business at 1221 Broadway, Oakland, California(“Clorox”), HENKEL KGaA, a Kommanditgesellschaftauf Aktien organized under the laws of Germany having its principalplace of business at Henkelstrasse 67, 40191 Düsseldorf,Germany (“Parent”), and HC INVESTMENTS, INC., aDelaware corporation having its principal place of business at 1105North Market Street, Suite 1206, Wilmington, Delaware 19801(“HCI”).

RECITALS

WHEREAS, Clorox andcertain of its Subsidiaries, collectively, currently own andoperate, among other things, the Transferred Businesses;

WHEREAS, on or prior tothe Closing, Clorox will complete the Reorganization, pursuant towhich the Transferred Businesses, each as a going concern, andcertain additional assets will be transferred, whether bycontribution or otherwise, to a newly organized Delawarecorporation, wholly owned indirectly by Clorox(“Splitco”), in accordance with thisAgreement;

WHEREAS, upon the termsand subject to the conditions set forth in this Agreement,(a) Clorox desires to acquire all of the 61,386,509 shares ofcommon stock, par value $1.00 per share, of Clorox(“Clorox Common Stock”) currently held by HCI(such shares, the “HCI‐Owned CloroxShares”) in exchange for all of the issued andoutstanding shares of capital stock of Splitco (the“Splitco Shares”), and (b) HCI desires toexchange the HCI‐Owned Clorox Shares for the Splitco Shares(such transaction, the “Exchange”);

WHEREAS, the partieshereto intend the Exchange to qualify as a tax-free exchange underSection 355(a) of the Code;

WHEREAS, the Board ofDirectors of Clorox has determined that it is in the best interestsof Clorox to complete the Exchange in order to, among other things,(i) eliminate certain corporate governance issues related tothe composition of the Board of Directors of Clorox by virtue ofHCI’s ownership of Clorox Common Stock and its rights underthe Stockholder’s Agreements, (ii) remove the marketoverhang represented by HCI’s ownership of Clorox CommonStock, (iii) separate the Transferred Businesses from theRetained Businesses, thereby allowing Clorox to focus on its coreoperations, and (iv) enable Clorox to redeploy cash flow toimprove Clorox’s return on invested capital; and, inconsideration of the foregoing, the Board of Directors of Cloroxhas approved this Agreement and the transactions contemplated bythis Agreement; and

WHEREAS, the Board ofDirectors of HCI has, the Board of Management and the ShareholderCommittee of Parent have, and the sole stockholder of HCI has, ineach case, determined that it is in the best interests of theirrespective corporations to enter into this Agreement and haveapproved this Agreement and the transactions contemplated by thisAgreement.

NOW, THEREFORE, inconsideration of the mutual representations, warranties, covenantsand agreements contained in this Agreement, and intending to belegally bound, the parties hereto agree as follows:

CERTAIN DEFINITIONS AND OTHERMATTERS

CertainDefinitions.  As used in this Agreement, the followingterms have the respective meanings set forth below.
| “ACTION”                               | means any administrative,regulatory, judicial or other formal proceeding by or before anyGovernmental Authority or arbitrator.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|----------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| “ADDITIONALASSETS”                     | means the Cash Amount andthe HIBSA Equity Interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| “AFFILIATE”                            | means, with respect to anyPerson, any other Person that, directly or indirectly, through oneor more intermediaries, controls, is controlled by, or is undercommon control with, such Person. The term “control”means the possession, directly or indirectly, of the power todirect or cause the direction of the management and policies of aPerson, whether through the ownership of voting securities, bycontract or otherwise, including the ability to elect the membersof the board of directors or other governing body of a Person, andthe terms “controlled” and “controlling”have correlative meanings.  For purposes of this Agreement,Parent or any of its Affiliates shall be deemed not to be an“Affiliate” of Clorox or any of its Affiliates andClorox or any of its Affiliates shall be deemed not to be an“Affiliate” of Parent or any of its Affiliates;provided, however, that following the Closing,Splitco shall be an “Affiliate” of Parent and shall notbe an “Affiliate” of Clorox.                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “AFFILIATEDGROUP”                      | means an affiliated groupas that term is defined in Section 1504(a) of the Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| “ANCILLARYAGREEMENTS”                  | means the Tax MattersAgreement,the Co-Pack Agreements,the Distribution Agreement, the IP Licenses andthe Transition Services Agreement, each of which shall besubstantially in the form of the applicable exhibit to thisAgreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| “ANTITRUSTDIVISION”                    | means the AntitrustDivision of the United States Department of Justice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| “BUSINESS BENEFITPLAN”                 | means each EmployeeBenefit Plan that (i) is sponsored or maintained by Splitco orClorox Korea or with respect to which Splitco or Clorox Korea hasany obligation to contribute, is a party or otherwise bound or mayhave any material liability or (ii) covers or provides benefits toor in respect of any individual employed or formerly employed by aClorox Entity or an Affiliate thereof and whose services are orwere Related to the Transferred Businesses (or his or herbeneficiary or dependent) and in which any such individual (orbeneficiary or dependent) is eligible to participate (a) thatis sponsored or maintained by Clorox or any of its Affiliates or(b) to which Clorox or any of its Affiliates contributes, isobligated to contribute, is a party or is otherwisebound.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| “BUSINESSCONTRACTS”                    | means the Contracts ofClorox or any of its Subsidiaries that are Related to theTransferred Businesses, including the Contracts referred to inSection 3.2(d) of Clorox’s Disclosure Schedule, otherthan (i) any Contract of Clorox Korea constituting ExcludedAssets and (ii) any Employee Benefit Plan not listed in suchSchedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| “BUSINESSDAY”                          | means a day on whichnational banks are open for business in New York, New York andDüsseldorf, Germany.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| “BUSINESSINTELLECTUAL PROPERTY”        | means, collectively, theOwned Intellectual Property and the Licensed IntellectualProperty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| “BUSINESSPP&E”                     | means, collectively, (a)the machinery and equipment referred to in Section 3.2(b) and (b)all buildings, structures, improvements, furnishings, furniture,fixtures, displays, machinery, equipment, appliances and otherpersonal property of every kind and nature owned or leased byClorox Korea, other than, in the case of clause (b), any such itemsconstituting Excluded Assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “CASHAMOUNT”                           | means an amount in cashequal to $2,094,626,041.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| “CLAIMS”                               | means any and all (i)claims, (ii) demands or (iii) causes of action (in the case ofclause (iii), relating to or resulting from an Action).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| “CLOROX AffiliatedGroup”               | means the Affiliated Groupthat includes Clorox as a common parent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| “CLOROXENTITIES”                       | means each Affiliate ofClorox (other than Splitco) that is engaged in the operation orconduct of one of the Transferred Businesses or that has title toany asset that constitutes a Business Asset or is subject to aliability that constitutes a Business Liability, in each case, asof the date of this Agreement or at any time prior to theClosing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| “CLOROX FederalConsolidated Return”    | means any U.S. FederalConsolidated Return for the Clorox Affiliated Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| “CLOROX’SDISCLOSURE SCHEDULE”    | means the disclosureschedule that Clorox has delivered to HCI on the date of thisAgreement prior to the execution hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “CLOROXKOREA”                          | means Clorox Korea Ltd., acompany organized under the laws of the Republic of Korea, and anysuccessor thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| “Code”                                 | means the United StatesInternal Revenue Code of 1986, as amended, or any successorlaw.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| “CONFIDENTIALBUSINESS INFORMATION”     | means marketing data,financial information, customer lists, supplier lists, pricing andcost information, business and marketing plans and proposals andother non-technical proprietary business information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| “CONFIDENTIALITYAGREEMENT”             | means the confidentialityagreement between Clorox and Parent dated August 30, 2004 andagreed September 17, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| “CONTRACT”                             | means any legally bindingcontract, agreement, indenture, deed of trust, license, note, bond,loan instrument, mortgage, lease, purchase or sales order,guarantee and any similar undertaking, commitment, understanding orarrangement, whether written or oral.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| “CO-PACKAGREEMENTS”                    | means each of the Co-PackAgreements to be entered into by and between the Subsidiary ofClorox designated therein and Splitco as of the Closing set forthin Exhibits A-1, A-2 and A-3hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| “DISTRIBUTIONAGREEMENT”                | means the DistributionAgreement to be entered into by and between Clorox InternationalCorporation and Clorox Korea as of the Closing set forth inExhibit B hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| “EMPLOYEE BENEFITPLAN”                 | means each material (i)“employee benefit plan,” within the meaning of Section3(3) of ERISA, whether or not subject to ERISA, and (ii)employment, consulting, severance, termination, retirement, changein control, retention, incentive or deferred compensation, bonus,stock option or other equity based, vacation or holiday pay,dependent care assistance, excess benefit, salary continuation,medical, life, disability or other welfare or fringe benefit orcompensation plan, policy, program, agreement, arrangement orcommitment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| “ENCUMBRANCES”                         | means security interests,liens (statutory or otherwise), Claims, charges, title defects,mortgages, pledges, easements, encroachments, restrictions on use,rights-of-way, rights of first refusal, conditional sales or othertitle retention agreements, covenants, conditions or other similarrestrictions (including restrictions on transfer) or otherencumbrances of any nature whatsoever.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| “ENVIRONMENT”                          | means any ambientworkplace or indoor air, surface water, drinking water supply,groundwater, land surface or subsurface strata, river sediment andbuildings, structures and fixtures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “ENVIRONMENTALCLAIM”                   | means any legalproceeding, lien, order, notice of violation or investigation, ordemand from any Governmental Authority or any Person (other thanHCI or its Affiliates) alleging liability under Environmental Law,resulting from or based upon:  (a) the failure to complywith Environmental Law; (b) the failure to comply with anyEnvironmental Permit; (c) the presence in the Environment orRelease of, or human exposure to, any Regulated Substance or anyother substance, material or waste alleged to be toxic, hazardousor dangerous; or (d) the obligation to conduct any RemedialAction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| “ENVIRONMENTALLAW”                     | means any applicable Lawconcerning: (a) the Environment, including pollution,contamination, cleanup, preservation, protection, and reclamationthereof; (b) human health or safety to the extent relating toworkplace conditions or the exposure of employees and other personsto any Regulated Substance; (c) any Release or threatenedRelease of any Regulated Substance; or (d) the environmentalaspects of the management of any Regulated Substance, including themanufacture, generation, use, treatment, handling, storage,disposal, transportation, re-use, recycling or reclamation of anyRegulated Substance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| “ENVIRONMENTALPERMIT”                  | means any permit,registration, approval, identification number, license or otherauthorization required under or issued pursuant to anyEnvironmental Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| “ERISA”                                | means the United StatesEmployee Retirement Income Security Act of 1974, asamended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| “EXCHANGEACT”                          | means the United StatesSecurities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| “EXISTINGAGREEMENTS”                   | means theStockholder’s Agreements, the Share Repurchase Agreement andthe HIBSA Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| “FederalConsolidated Return”           | means any U.S. Federal TaxReturn for an Affiliated Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “Federal IncomeTax”                    | means any Tax imposed bySubtitle A or F of the Code.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “FTC”                                  | means the United StatesFederal Trade Commission.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| “GAAP”                                 | means United Statesgenerally accepted accounting principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| “GOVERNMENTALAUTHORITY”                | means any supranational,national, federal, state or local government, foreign or domestic,or the government of any political subdivision of any of theforegoing, or any entity, authority, agency, commission, court,ministry or other similar body exercising executive, legislative,judicial, regulatory or administrative authority or functions of orpertaining to government, including any authority or otherquasi-governmental entity or self-regulatory body or stock exchangeestablished by a Governmental Authority to perform any of suchfunctions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| “HENKELDIRECTORS”                      | means Mr. ChristophHenkel, Dr. Klaus Morwind, Mr. Michael Shannon and anypredecessor member of the Clorox Board of Directors who served assuch at the request of Parent under the Stockholder’sAgreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| “HIBSA”                                | means Henkel Iberica S.A.,a company organized under the laws of the Kingdom ofSpain.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “HIBSAAGREEMENT”                       | means the Joint VentureAgreement, dated as of October 1, 1985, together with the JointVenture Termination Agreement, dated as of October 2, 1985, in eachcase between Clorox and Parent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| “HIBSA EQUITYINTEREST”                 | means Clorox’sequity interest in HIBSA as of the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| “IncomeTax”                            | means any Federal IncomeTax, State Income Tax, or any Tax imposed by any country or anypossession of the United States, or by any political subdivision ofany country or United States possession, which is an income tax asdefined in Treas. Reg. § 1.901‐2 or as defined in anyrelevant United States income Tax treaty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| “INDEBTEDNESS”                         | of any Person means,without duplication, (a) all obligations of such Person for moneyborrowed; (b) all obligations of such Person evidenced by notes,debentures, bonds or other similar instruments for the payment ofwhich such Person is responsible or liable; (c) all obligations ofsuch Person issued or assumed for deferred purchase price paymentsassociated with acquisitions, divestitures or other similartransactions; (d) all obligations of such Person under leasesrequired to be capitalized in accordance with GAAP, as consistentlyapplied by such Person; and (e) all obligations of such Person forthe reimbursement of any obligor on any letter of credit,banker’s acceptance, guarantees or similar credittransaction, excluding in all cases in clauses (a) through (e)current accounts payable, trade payables and accrued Liabilitiesincurred in the ordinary course of business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| “INSECTICIDESBUSINESS”                 | means the business ofdeveloping, manufacturing, improving, marketing, distributingand/or selling the products described in Annex I tothis Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “INSURANCEPOLICIES”                    | means each insurancepolicy (other than relating to Employee Benefit Plans), which, asof the date hereof or hereafter until the Closing, is maintained byor on behalf of or provides coverage to Clorox or any of itsAffiliates primarily with respect to the TransferredBusinesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| “IPLICENSES”                           | means the IntellectualProperty Licenses to be entered into by and between Clorox andSplitco as of the Closing set forth in Exhibits C-1 andC-2 hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| “KOREAN REALPROPERTY LEASE”            | means the lease agreementdated as of May 1, 2003, between Union Steel Co. Ltd., as lessor,and Clorox Korea, as lessee, with respect to 890 Daechi-dong,Gangnam-gu, Seoul.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “LAWS”                                 | means all national,federal, state or local laws (including common law), constitutions,statutes, codes, rules, regulations, ordinances, directives,concessions, executive orders, decrees or requirements of aGovernmental Authority having the force of law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| “LIABILITIES”                          | means any and all debts,liabilities, commitments and obligations, whether or not fixed,contingent or absolute, matured or unmatured, direct or indirect,liquidated or unliquidated, accrued or unaccrued, known or unknown,whether or not required by GAAP to be reflected in financialstatements or disclosed in the notes thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “LICENSEDINTELLECTUAL PROPERTY”        | means IntellectualProperty that is (a) held for use under license by Splitco asof Closing or (b) held for use under license by Clorox Korea(other than, in the case of clause (b), any such IntellectualProperty constituting an Excluded Asset).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| “MATERIAL ADVERSEEFFECT”               | means, with respect to aPerson or the Transferred Businesses, any change, effect, event,occurrence or state of facts which would be reasonably likely to bematerially adverse to the business, properties, results ofoperations or condition (financial or otherwise) of such Person andits Subsidiaries, taken as a whole, or the Transferred Businesses,taken as a whole, other than any change, effect, event, occurrenceor state of facts (a) that is generally applicable in theeconomy of the United States or the Republic of Korea,(b) that is generally applicable in the United Statessecurities markets, (c) affecting the home cleaning orinsecticide consumer products industries generally (unlessadversely affecting the Transferred Businesses in a materiallydisproportionate manner), (d) arising from or related to anact of terrorism (unless adversely affecting the TransferredBusinesses in a materially disproportionate manner), or(e) arising from or related to the announcement or executionof this Agreement or any of the Ancillary Agreements (including theidentity of Clorox’s or any Clorox Entity’scounterparties hereunder or thereunder) or the consummation of thetransactions contemplated hereby or thereby.  For theavoidance of doubt, the term Material Adverse Effect as applied tothe Transferred Businesses shall be deemed to be a reference to theTransferred Businesses without taking into account the AdditionalAssets pursuant to the Reorganization. |
| “OWNED INTELLECTUALPROPERTY”           | means IntellectualProperty that as of Closing is owned by Splitco or CloroxKorea.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| “OWNED REALPROPERTY”                   | means the real propertyowned in fee by Clorox Korea.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “PERMITTEDENCUMBRANCES”                | means (a) Encumbrances forTaxes or other assessments or charges by Governmental Authoritiesthat arise by operation of Law and are not yet due and payable, orthat are being contested in good faith by appropriate proceedings;(b) mechanics’, carriers’, workers’,materialmen’s, warehousemen’s and similar liens arisingor incurred in the ordinary course of business;(c) Encumbrances on Business Assets arising in the ordinarycourse of business that do not and would not be reasonably likelyto impair the continued use or operation of such Business Assetssubstantially as such assets are currently used or operated; and(d) Encumbrances disclosed in Section 4.11 of Clorox’sDisclosure Schedule.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| “PERSON”                               | means an individual,partnership, corporation, limited liability company, joint stockcompany, unincorporated organization or association, trust, jointventure, firm, branch, registered office, Governmental Authority orany other entity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “Pre-ClosingPeriod”                    | means any Tax Periodending on or before the Closing Date, and, in the case of anyStraddle Period, the portion of such Straddle Period ending on theClosing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| “REALPROPERTY”                         | means, collectively, theOwned Real Property and the leasehold estate in the real propertyleased to Clorox Korea pursuant to the Korean Real PropertyLease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| “REGULATEDSUBSTANCES”                  | means any substance thatin relevant quantity, form or concentration is listed, defined orregulated as a pollutant, contaminant, hazardous, dangerous ortoxic substance, material or waste pursuant to any EnvironmentalLaw, including any explosives, radon, radioactive materials,asbestos, urea formaldehyde foam insulation, polychlorinatedbiphenyls, petroleum and petroleum products (including wastepetroleum and petroleum products).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| “RELATED TO THETRANSFERRED BUSINESSES” | means primarily relatedto, used primarily in, or primarily arising out of, one of theTransferred Businesses as conducted by Clorox and its Affiliates asof the date of this Agreement or at any time prior to theClosing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “RELEASE”                              | means any release, spill,emission, discharge, leaking, pumping, injection, deposit ordisposal (as those terms are defined in any Environmental Law) at,into or onto the Environment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “REMEDIALACTION”                       | means any action,including any capital expenditure, which the Transferred Businessesare required to undertake pursuant to Environmental Law to (a)investigate, monitor, clean up, remove or treat any RegulatedSubstance in the Environment; or (b) prevent the Release orthreat of Release, or minimize the further Release, of anyRegulated Substance so it does not endanger or threaten to endangerthe Environment or public health or welfare.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| “RETAINEDBUSINESS”                     | means the businesscurrently conducted by Clorox and its Affiliates, other than theTransferred Businesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “SECURITIESACT”                        | means the United StatesSecurities Act of 1933, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| “SHARE REPURCHASEAGREEMENT”            | means the Share RepurchaseAgreement, dated July 16, 2003, between HCI and Clorox.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| “SOFT SCRUBBUSINESS”                   | means the business ofdeveloping, manufacturing, improving, marketing, distributingand/or selling the products described in Annex II tothis Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| “STATE INCOMETAX”                      | means any Tax imposed byany State of the United States or by any political subdivision ofany such State which is imposed on or measured by net income,including state and local franchise or similar Taxes measured by net income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| “STOCKHOLDER’SAGREEMENTS”        | means, collectively, (i)the letter agreement dated July 31, 1974, between Clorox and thepredecessor to Parent, (ii) the letter agreement dated June 18,1981, between Clorox and Parent, (iii) the Agreement, dated as ofJuly 16, 1986, between Parent and Clorox, and (iv) the Agreement,dated as of March 18, 1987, between Parent and Clorox.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| “StraddlePeriod”                       | means any Tax Period thatbegins on or before and ends after the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| “SUBSIDIARY”                           | of any entity means, atany date, any Person of which securities or other ownershipinterests representing more than 50% of the equity or more than 50%of the ordinary voting power or, in the case of a partnership, morethan 50% of the general partnership interests or more than 50% ofthe profits or losses of which are, as of such date, owned,controlled or held by the applicable entity or one or moresubsidiaries of such entity.  For purposes of this Agreement,prior to the Closing, Splitco shall be a Subsidiary of Clorox and,following the Closing, Splitco shall be a Subsidiary of Parent andshall not be a Subsidiary of Clorox.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| “TAX” or“TAXES”            | means anynational, federal, state or local taxes, including but not limitedto any income, gross receipts, payroll, employment, excise, customsduties, severance, stamp, business, premium, windfall profits,environmental (including taxes under section 59A of the Code),capital stock, franchise, profits, withholding, social security (orsimilar), unemployment, disability, real property, personalproperty, sales, use, service, service use, occupation, lease,lease use, transfer, registration, value added, workers’compensation, employee withholding tax, or similar tax, anyalternative or add-on minimum tax, and any estimated tax, in eachcase, including any interest, penalty, or addition thereto, whetherdisputed or not.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| “TaxAuthority”                         | means, with respect to anyTax, the Governmental Authority that imposes such Tax and/or ischarged with the collection of such Tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| “TAXBENEFIT”                           | means the Tax effect ofany item of loss, deduction or credit or any other item (includingincreases in Tax basis) which decreases Taxes paid or required tobe paid, including any interest with respect thereto or interestthat would have been payable but for such item.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “TAX MATTERSAGREEMENT”                 | means the Tax MattersAgreement to be entered into by and among Clorox, HCI, Parent andSplitco as of the Closing set forth in Exhibit Dhereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| “TaxLaw”                               | means any Law relating toany Tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| “Tax OpinionRepresentations”           | means the letters ofrepresentations, dated as of the Closing Date, to be provided byeach of Clorox, Parent and HCI to each of the firms providing theTax Opinions as a condition to, and in connection with, theissuance of the Tax Opinions, in form and substance substantiallyas set forth in Exhibit E to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| “TaxOpinions”                          | means (i) the opinion ofBaker & McKenzie LLP to be received by Clorox and (ii) theopinion of Deloitte Tax LLP to be received by Parent and HCI, ineach case with respect to qualification of the Exchange underSection 355 of the Code, in form and substance substantially as setforth in Exhibits F-1 and F-2 to this Agreement,dated as of the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| “TaxPeriod”                            | means, with respect to anyTax, the period for which the Tax is reported as provided under theCode or other applicable Tax Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| “TaxReturn”                            | means any report of Taxesdue, any Claims for refund of Taxes paid, any information returnwith respect to Taxes, or any other similar report, statement,declaration, or document required to be filed under the Code orother Tax Law, including any attachments, exhibits, or othermaterials submitted with any of the foregoing, and including anyamendments or supplements to any of the foregoing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| “TRANSFERREDBUSINESSES”                | means the InsecticidesBusiness and the Soft Scrub Business, collectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| “TRANSFERREDEMPLOYEE”                  | means those individualswho (i) are (a) employed by Clorox Korea and whose services areRelated to the Transferred Businesses, or (b) listed in Section6.18 of Clorox’s Disclosure Schedule, and (ii) are activelyemployed by Splitco or Clorox Korea on the Closing Date, includingany such individuals who are absent from work due to temporaryillness, short-term disability, vacation or approved temporaryleave of absence, but not including any such individual who is onlong-term disability leave or is otherwise absent from work as ofthe Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| “TRANSITION SERVICESAGREEMENT”         | means the TransitionServices Agreement to be entered into by and between CloroxServices Company and Splitco as of the Closing set forth inExhibit G hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

TermsDefined in Other Sections.  The following terms aredefined elsewhere in this Agreement in the followingSections:
| Agreement..............................................................................................     | Preamble        |
|-------------------------------------------------------------------------------------------------------------|-----------------|
| AntitrustLaws........................................................................................       | Section 6.4(b)  |
| Base Korea WorkingCapital..................................................................                 | Section 2.6(b)  |
| Base Selected FinancialAmount.............................................................                  | Section 2.5(b)  |
| BusinessAssets......................................................................................        | Section 3.2     |
| Business FinancialStatements.................................................................               | Section 4.17(a) |
| BusinessLiabilities..................................................................................       | Section 3.4     |
| BusinessRecords...................................................................................          | Section 6.7(b)  |
| Claim Dispute Notice..............................................................................          | Section 10.5(d) |
| Clorox....................................................................................................  | Preamble        |
| CloroxBasket........................................................................................        | Section 10.2(b) |
| CloroxCap............................................................................................       | Section 10.2(b) |
| Clorox Common Stock...........................................................................              | Recitals        |
| Clorox DeMinimis.................................................................................           | Section 10.2(b) |
| CloroxOptions.......................................................................................        | Section 6.19    |
| Clorox’sknowledge...............................................................................      | Section 11.15   |
| Closing...................................................................................................  | Section 2.2     |
| ClosingDate...........................................................................................      | Section 2.2     |
| Closing Date Korea WorkingCapital Statement......................................                           | Section 2.6(a)  |
| Closing Date SelectedFinancial AmountStatement.................................                             | Section 2.5(a)  |
| Competing Soft ScrubBusiness..............................................................                  | Section 6.15(g) |
| Competing SplitcoBusiness....................................................................               | Section 6.15(g) |
| CurrentAssets........................................................................................       | Section 2.6(e)  |
| CurrentLiabilities....................................................................................      | Section 2.6(e)  |
| Damages................................................................................................     | Section 10.4    |
| DisputeAccountants...............................................................................           | Section 2.5(d)  |
| DisputeParty..........................................................................................      | Section 11.4(b) |
| DisputeParties.......................................................................................       | Section 11.4(b) |
| Exchange................................................................................................    | Recitals        |
| ExcludedAssets.....................................................................................         | Section 3.3     |
| ExcludedLiabilities.................................................................................        | Section 3.5     |
| FIFRA...................................................................................................    | Section 4.5(e)  |
| Final Closing Date KoreaWorking Capital Statement..............................                             | Section 2.6(c)  |
| Final Closing DateSelected Financial AmountStatement.........................                               | Section 2.5(c)  |
| HCI.......................................................................................................  | Preamble        |
| HCI‐Owned CloroxShares....................................................................            | Recitals        |
| HSRAct................................................................................................      | Section 4.5(e)  |
| IndemnityClaim......................................................................................        | Section 10.5(a) |
| IntellectualProperty................................................................................        | Section 4.10(g) |
| IntercompanyArrangement.....................................................................                | Section 4.21    |
| Korea WorkingCapital..........................................................................              | Section 2.6 (e) |
| Korea Working CapitalDisputeNotice...................................................                       | Section 2.6 (c) |
| Notice ofClaim......................................................................................        | Section 10.5(a) |
| Parent....................................................................................................  | Preamble        |
| ParentBasket.........................................................................................       | Section 10.3(b) |
| ParentCap.............................................................................................      | Section 10.3(b) |
| Parent DeMinimis..................................................................................          | Section 10.3(b) |
| Parent’sknowledge................................................................................     | Section 11.15   |
| Permits...................................................................................................  | Section 4.18    |
| Product..................................................................................................   | Section 4.24    |
| Records.................................................................................................    | Section 6.7(b)  |
| Reorganization........................................................................................      | Section 3.1     |
| Representatives......................................................................................       | Section 10.2(a) |
| Selected FinancialAmount......................................................................              | Section 2.5 (e) |
| Selected Financial DisputeNotice...........................................................                 | Section 2.5 (c) |
| Splitco.................................................................................................... | Recitals        |
| Splitco Shares........................................................................................      | Recitals        |
| Third PartyClaim...................................................................................         | Section 10.6(a) |
| TitleReps...............................................................................................    | Section 10.1    |
| Transferred IntellectualProperty.............................................................               | Section 3.2(e)  |
| TransferredNames.................................................................................           | Section 6.12(c) |

Interpretation.  Unless otherwiseindicated to the contrary in this Agreement by the context or usethereof: (a) the words, “herein,” “hereto,”“hereof” and words of similar import refer to thisAgreement as a whole and not to any particular Section, Article orparagraph hereof; (b) references in this Agreement to Sections,Articles or paragraphs refer to sections, articles or paragraphs ofthis Agreement; (c) words importing the masculine gender shall alsoinclude the feminine and neutral genders, and vice versa; (d) wordsimporting the singular shall also include the plural, and viceversa; (e) the word “including” means “includingwithout limitation”; and (f) the transactions contemplated bythis Agreement include, for the avoidance of doubt, theReorganization.

EXCHANGE OF STOCK; CLOSING;CONSIDERATION ADJUSTMENTS

Exchange ofStock.  Upon the terms and subject to the conditions ofthis Agreement, at the Closing, the parties shall effect theExchange as follows: (a) Clorox shall assign, transfer, convey anddeliver to HCI and HCI shall accept and acquire from Clorox, all ofthe Splitco Shares (free and clear of all Encumbrances) in exchangefor the HCI‐Owned Clorox Shares, and (b) HCI shall assign,transfer, convey and deliver to Clorox, and Clorox shall accept andacquire from HCI, the HCI‐Owned Clorox Shares (free and clearof all Encumbrances) in exchange for the Splitco Shares.

Closing.  The closing of the Exchangeand the other transactions contemplated hereby (the“Closing”) shall take place at the offices ofCleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, NewYork, NY 10006, at 10:00 A.M. on the fifth Business Day followingthe date on which the last of the unsatisfied or unwaivedconditions set forth in Article VIII has been satisfied orwaived (other than those conditions contemplated to be satisfiedat, or only capable of being satisfied at, the Closing, but subjectto the satisfaction or waiver of those conditions), or at suchother time and place as is mutually agreed in writing by theparties hereto; provided that, unless otherwise agreed bythe parties, the Closing shall take place no earlier than November22, 2004 (or, upon the written request of Parent delivered prior toor promptly upon such satisfaction or waiver, December 1, 2004).The date of the Closing is referred to herein as the“Closing Date.”

Clorox’s Deliveries at theClosing.  At the Closing, Clorox shall deliver or cause tobe delivered to HCI and Parent the following:

(a)                       one or more stock certificates, together with stock powers executedin blank or other duly executed instruments of transfer,representing all of the issued and outstanding capital stock ofSplitco and all outstanding stock certificates or other evidence ofownership of Clorox Korea;

(b)                       the stock books, stock ledgers and minute books of Splitco andClorox Korea;

(c)                       certified copies of resolutions, duly adopted by the Board ofDirectors of Clorox and the Affiliates of Clorox who are to beparties to the Ancillary Agreements, respectively, which shall bein full force and effect at the time of the Closing, authorizingthe execution and delivery and performance by Clorox and suchClorox Affiliates, respectively, of this Agreement and theapplicable Ancillary Agreements and the consummation of thetransactions contemplated hereby and thereby;

(d)                       a certificate of the Chief Executive Officer or Chief FinancialOfficer of Clorox, or other executive officer of Clorox approved bythe Board of Directors of Clorox, pursuant to Sections 8.2 (a)and (b);

(e)                       each of the Ancillary Agreements, executed by Clorox and itsrespective Affiliates, as the case may be;

(f)                       any written releases obtained by Clorox pursuant toSection 6.8(a);

(g)                       letters of resignation, dated as of the Closing Date, from each ofthe directors and officers of Splitco and Clorox Korea identifiedby HCI to Clorox at least three Business Days prior to the ClosingDate, resigning from any position held by such individual withSplitco or Clorox Korea and terminating any authorization suchindividual may have in respect of bank accounts, fiduciaryaccounts, lock-boxes, safe deposit boxes or other similar accountsof Splitco or Clorox Korea;

(h)                       a general release and discharge from Clorox, on behalf of itselfand its Affiliates, in form and substance reasonably satisfactoryto HCI, releasing and discharging Splitco and Clorox Korea from anyand all Liabilities in connection with or arising out of any act oromission of Splitco or Clorox Korea or any of their respectiveofficers, directors, employees or agents, in such capacity, at orprior to the Closing, except to the extent such Liabilities areexpressly contemplated to be retained or assumed by Splitco orClorox Korea pursuant to this Agreement or any of the AncillaryAgreements or arise out of this Agreement or any of the AncillaryAgreements;

(i)                       letters of resignation, dated as of the Closing Date, from each ofMr. Dan Heinrich and Mr. Lawrence Steven Peiros as a member of theBoard of Directors of HIBSA;

(j)                       an instrument or instruments terminating the Existing Agreements;and

(k)                       such other documents as are reasonably required by Parent or HCI tobe delivered to effectuate the transactions contemplated hereby andby the Ancillary Agreements.

Parent’s and HCI’s Deliveries at theClosing.  At the Closing, Parent and HCI shall deliver orcause to be delivered to Clorox the following:

(a)                       one or more stock certificates, together with stock powers executedin blank or other duly executed instruments of transfer,representing all the HCI‐Owned Clorox Shares;

(b)                       certified copies of resolutions, duly adopted by the Board ofDirectors of HCI, the other Affiliates of Parent who are parties tothe Ancillary Agreements, and the Board of Management and theShareholder Committee of Parent, respectively, which shall be infull force and effect at the time of the Closing authorizing theexecution and delivery and performance by Parent, HCI and suchother Affiliates of Parent, respectively, of this Agreement and theapplicable Ancillary Agreements and the consummation of thetransactions contemplated hereby and thereby;

(c)                       each of the Ancillary Agreements to which Parent, HCI or any oftheir respective Affiliates is a party, executed by Parent, HCI orsuch Affiliates, as the case may be;

(d)                       certificates of the Chief Executive Officer or Chief FinancialOfficer of each of Parent and HCI, or other executive officers ofsuch Person approved by the Board of Directors or similar body ofParent and HCI, as applicable, pursuant to Sections 8.3(a) and(b);

(e)                       letters of resignation, dated as of the Closing Date, from each ofMr. Christoph Henkel, Dr. Klaus Morwind and Mr. MichaelShannon as a member of the Clorox Board of Directors;

(f)                       an instrument or instruments terminating the Existing Agreements;and

(g)                       such other documents as are reasonably required by Clorox to bedelivered to effectuate the transactions contemplated hereby and bythe Ancillary Agreements.

PurchasePrice Adjustment; Selected Financial Items.

(a)                       Within 60 days after the Closing Date, Clorox shall deliver to HCIa statement setting forth the Selected Financial Amount as of theclose of business on the Closing Date (the “Closing DateSelected Financial Amount Statement”) prepared inaccordance with Section 2.5(e).  HCI and its representativesand accountants shall have the right to observe the process of thepreparation of the Closing Date Selected Financial AmountStatement, and such access as they may reasonably request for suchpurpose to any books, records, work papers or otherinformation.

(b)                       In the event that the Selected Financial Amount reflected on theClosing Date Selected Financial Amount Statement is less than theamount designated as the Base Selected Financial Amount inSection 2.5 of Clorox’s Disclosure Schedule (the“Base Selected Financial Amount”), Clorox shallpay to Splitco, by wire transfer of immediately available funds, anamount equal to the excess of the Base Selected Financial Amountover the Selected Financial Amount reflected on the Closing DateSelected Financial Amount Statement.  In the event that theSelected Financial Amount reflected on the Closing Date SelectedFinancial Amount Statement is greater than the Base SelectedFinancial Amount, HCI shall cause Splitco to pay to Clorox, by wiretransfer of immediately available funds, an amount equal to theexcess of the Selected Financial Amount reflected on the ClosingDate Selected Financial Amount Statement over the Base SelectedFinancial Amount.  Any payments required pursuant to thisparagraph (b) shall be made within 30 calendar daysfollowing the receipt by HCI of the Closing Date Selected FinancialAmount Statement, unless an Selected Financial Dispute Notice isdelivered.

(c)                       If, within 30 calendar days after the date of receipt by HCI of theClosing Date Selected Financial Amount Statement, HCI disputes theSelected Financial Amount reflected therein, HCI will give writtennotice to Clorox within such 30 calendar day period (an“Selected Financial Dispute Notice”).  AnySelected Financial Dispute Notice shall (i) specify inreasonable detail the nature of any disagreement so asserted and(ii) only include disagreements based on errors of fact,mathematical errors or based on the Selected Financial Amount notbeing calculated in accordance with this Section 2.5.  Thescope of the disputes to be resolved by the Dispute Accountantsshall be limited to the items referred to in clause (ii) of theimmediately preceding sentence, and the Dispute Accountants are notto make any other determination.  In the event that HCInotifies Clorox in writing that it has accepted the Closing DateSelected Financial Amount Statement, or in the event that HCI doesnot deliver an Selected Financial Dispute Notice within 30 calendardays of receipt of the Closing Date Selected Financial AmountStatement, then the Closing Date Selected Financial AmountStatement shall become the final Closing Date Selected FinancialAmount Statement (the “Final Closing Date SelectedFinancial Amount Statement”).

(d)                       If HCI submits an Selected Financial Dispute Notice to Cloroxwithin such 30-day period, HCI and Clorox shall work together ingood faith to seek to resolve any differences that they may havewith respect to the matters specified in the Selected FinancialDispute Notice.  If Clorox and HCI are unable to resolve theirdisagreement within 30 calendar days after Clorox’s receiptof an Selected Financial Dispute Notice from HCI, the dispute shallbe referred to a nationally known firm of independent publicaccountants mutually selected by Clorox and HCI (the“Dispute Accountants”) as promptly aspracticable for determination of any and all matters that remain indispute and were properly included in the Selected FinancialDispute Notice.  In the event that Clorox and HCI are unableto agree on the Dispute Accountants, then the Parties agree toretain PricewaterhouseCoopers LLP.  The Dispute Accountantswill make a determination as to any and all matters that remain indispute and were properly included in the Selected FinancialDispute Notice, which determination will be (a) in writing, (b)furnished to each of Clorox and HCI as promptly as practicableafter the dispute has been referred to the Dispute Accountants, (c)made in accordance with this Agreement, and (d) conclusive andbinding. Clorox and HCI will use commercially reasonable efforts tocause the Dispute Accountants to render their decision within30 days of submitting such dispute and shall promptly complywith all reasonable written requests for information, books,records and similar items.  Neither party will disclose to theDispute Accountants, and the Dispute Accountants will not considerfor any purpose, any settlement offer made by either party. As part of the resolution of all outstanding disputes, the partieswill cause the Dispute Accountants to prepare the Final ClosingDate Selected Financial Amount Statement.  Any paymentsrequired upon the determination by the Dispute Accountants shall bemade within 10 calendar days following suchdetermination.

(e)                       As used herein, the term “Selected FinancialAmount” has the meaning set forth in Section 2.5 ofClorox’s Disclosure Schedule and will be calculated inaccordance with the methodologies set forth in Section 2.5 ofClorox’s Disclosure Schedule.  The parties acknowledgethat the Base Selected Financial Amount was also calculated inaccordance with the methodologies set forth in Section 2.5 ofClorox’s Disclosure Schedule.  Following the Closing anduntil the adjustments provided in this Section 2.5 are completed,HCI shall not take any actions with respect to the accounting booksand records of the Transferred Businesses on which the Closing DateSelected Financial Amount Statement is to be based that are notconsistent with the Transferred Businesses’ pastpractices.

PurchasePrice Adjustment; Clorox Korea.

(a)                       Within 60 days after the Closing Date, Clorox shall deliver to HCIa statement setting forth the Korea Working Capital as of the closeof business on the Closing Date (the “Closing Date KoreaWorking Capital Statement”) prepared in accordance withthe procedures outlined in this Section 2.6. HCI and itsrepresentatives and accountants shall have the right to observe theprocess of the preparation of the Closing Date Korea WorkingCapital Statement, and such access as they may reasonably requestfor such purpose to any books, records, work papers or otherinformation.

(b)                       In the event that the Korea Working Capital reflected on theClosing Date Korea Working Capital Statement is less than theamount designated as the Base Korea Working Capital inSection 2.6 of Clorox’s Disclosure Schedule (the“Base Korea Working Capital”), Clorox shall payto Splitco, by wire transfer of immediately available funds, anamount equal to the excess of the Base Korea Working Capital overthe Korea Working Capital reflected on the Closing Date KoreaWorking Capital Statement.  In the event that the KoreaWorking Capital reflected on the Closing Date Korea Working CapitalStatement is greater than the Base Korea Working Capital, HCI shallcause Splitco to pay to Clorox, by wire transfer of immediatelyavailable funds, an amount equal to the excess of the Korea WorkingCapital reflected on the Closing Date Korea Working CapitalStatement over the Base Korea Working Capital.  Any paymentsrequired pursuant to this paragraph (b) shall be made within 30calendar days following the receipt by HCI of the Closing DateKorea Working Capital Statement, unless a Korea Working CapitalDispute Notice is delivered.

(c)                       If, within 30 calendar days after the date of receipt by HCI of theClosing Date Korea Working Capital Statement, HCI disputes theKorea Working Capital reflected therein, HCI will give writtennotice to Clorox within such 30 calendar day period (a“Korea Working Capital Dispute Notice”). Any Korea Working Capital Dispute Notice shall (i) specify inreasonable detail the nature of any disagreement so asserted and(ii) only include disagreements based on errors of fact,mathematical errors or based on the Korea Working Capital not beingcalculated in accordance with this Section 2.6.  The scope ofthe disputes to be resolved by the Dispute Accountants shall belimited to the items referred to in clause (ii) of the immediatelypreceding sentence, and the Dispute Accountants are not to make anyother determination.  In the event that HCI notifies Clorox inwriting that it has accepted the Closing Date Korea Working CapitalStatement, or in the event that HCI does not deliver a KoreaWorking Capital Dispute Notice within 30 calendar days of receiptof the Closing Date Korea Working Capital Statement, then theClosing Date Korea Working Capital Statement shall become the finalClosing Date Korea Working Capital Statement (the “FinalClosing Date Korea Working CapitalStatement”).

(d)                       If HCI submits a Korea Working Capital Dispute Notice to Cloroxwithin such 30-day period, HCI and Clorox shall work together ingood faith to seek to resolve any differences that they may havewith respect to the matters specified in the Korea Working CapitalDispute Notice.  If Clorox and HCI are unable to resolve theirdisagreement within 30 calendar days after Clorox’s receiptof a Korea Working Capital Dispute Notice from HCI, the disputeshall be referred to the Dispute Accountants as promptly aspracticable for determination of any and all matters that remain indispute and were properly included in the Korea Working CapitalDispute Notice.  The Dispute Accountants will make adetermination as to any and all matters that remain in dispute andwere properly included in the Korea Working Capital Dispute Notice,which determination will be (a) in writing, (b) furnished to eachof Clorox and HCI as promptly as practicable after the dispute hasbeen referred to the Dispute Accountants, (c) made in accordancewith this Agreement, and (d) conclusive and binding. Clorox and HCIwill use commercially reasonable efforts to cause the DisputeAccountants to render their decision within 30 days of submittingsuch dispute and shall promptly comply with all reasonable writtenrequests for information, books, records and similar items. Neither Clorox nor HCI shall disclose to the Dispute Accountants,and the Dispute Accountants will not consider for any purpose, anysettlement offer made by either party.  As part of theresolution of all outstanding disputes, the parties will cause theDispute Accountants to prepare the Final Closing Date Korea WorkingCapital Statement. Any payments required upon the determination bythe Dispute Accountants shall be made within 10 calendar daysfollowing such determination.

(e)                       The term “Korea Working Capital” means theCurrent Assets minus the Current Liabilities.  The terms“Current Assets” and “CurrentLiabilities” mean the current assets and currentliabilities, respectively, of Clorox Korea, calculated inaccordance with GAAP as reflected in the balance sheet of CloroxKorea included in the Business Financial Statements (each of whichshall have been adjusted to exclude all Excluded Assets andExcluded Liabilities) and otherwise in accordance with Section 2.6of Clorox’s Disclosure Schedule.  Following the Closingand until the adjustments provided in this Section 2.6 arecompleted, HCI shall not take any action with respect to theaccounting books and records of Clorox Korea on which the ClosingDate Korea Working Capital Statement is to be based that are notconsistent with Clorox Korea’s past practices.  Withoutlimiting the generality of the foregoing, no changes shall be madein any reserve or other account existing as of the date of thebalance sheet of Clorox Korea included in the Business FinancialStatements, except as a result of events occurring after the dateof such balance sheet and, in such event, only in a mannerconsistent with past practices.

PurchasePrice Adjustment; Additional Provisions. 

(a)        Any payments made pursuant to Sections 2.5 and 2.6 shall betreated as set forth in the Tax Matters Agreement.

(b)        HCI and Clorox shall share the fees and expenses charged by anyDispute Accountants retained hereunder in respect of any SelectedFinancial Dispute Notice or any Korea Working Capital DisputeNotice, unless one party’s position in any such dispute shallhave been determined by the Dispute Accountants to be correct, inwhich case the other party shall pay all such fees and expenses forsuch dispute.

REORGANIZATION

Reorganization.  Clorox agrees that, onor prior to the Closing, Clorox shall, and shall cause itsrespective Subsidiaries to, assign, transfer, convey and deliver toSplitco or Clorox Korea in accordance with the reorganization planset forth on Schedule 1 to this Agreement, the BusinessAssets, the Additional Assets and the Business Liabilities,excluding any assets and Liabilities of Clorox Korea thatconstitute Excluded Assets and Excluded Liabilities, respectively(the “Reorganization”), and in exchangetherefor, Splitco or Clorox Korea shall accept, assume and agree topay, perform or otherwise discharge, in accordance with therespective terms and subject to the respective conditions thereof,the Business Liabilities.

BusinessAssets.  For purposes of this Agreement,“Business Assets” means all of the right, titleand interest of Clorox or any of its Affiliates in, to and underall of the assets, properties, rights, Contracts, Claims andinterests, whether tangible or intangible, real, personal or mixed,whether or not appearing on the books of Clorox, which aredescribed in the following paragraphs (a) through (l):

(a)                       all of the shares of common stock held by Clorox or any of itsSubsidiaries in Clorox Korea;

(b)                       all manufacturing machinery and equipment related primarily to theInsecticides Business (other than any machinery and equipment ofClorox Korea, which is to be transferred pursuant to the transferof shares contemplated by Section 3.2(a) above) or the Soft ScrubBusiness, in each case as and solely to the extent set forth inSection 3.2(b) of Clorox’s Disclosure Schedule, and allother furnishings, furniture, machinery, equipment and otherpersonal property listed on Section 3.2(b) of Clorox’sDisclosure Schedule;

(c)                       all finished goods inventories with respect to the products of theTransferred Businesses (other than any inventories of Clorox Korea,which are to be transferred pursuant to the transfer of sharescontemplated by Section 3.2(a) above);

(d)                       all rights and incidents of interest of Clorox or any of itsAffiliates, as of the Closing Date in and to all BusinessContracts, including those listed in Section 3.2(d) ofClorox’s Disclosure Schedule (other than Contracts of CloroxKorea, which are to be transferred pursuant to the transfer ofshares contemplated by Section 3.2(a)above);  

(e)                       all Intellectual Property (i) used primarily in theInsecticides Business as conducted by Clorox and its Affiliates asof the Closing Date (other than any Intellectual Property of CloroxKorea, which is to be transferred pursuant to the transfer ofshares contemplated by Section 3.2(a) above) or (ii) listed inSection 3.2(e) of Clorox’s Disclosure Schedule, in eachcase that is owned, in whole or in part, or held for use underlicense by Clorox or any of its Affiliates (collectively, the“Transferred IntellectualProperty”);

(f)                       all telephone numbers, copies of books and records and files,papers, tapes, disks, manuals, keys, reports, plans, catalogs,sales and promotional materials, data brochures, customer referrallists and all other printed and written materials Related to theTransferred Businesses;

(g)                       all rights under or pursuant to all warranties, representations,guarantees, indemnities and similar rights in favor of any BusinessAsset;

(h)                       all Permits issued by any Governmental Authorities held or used byClorox or its Affiliates primarily in connection with the operationof any other Business Assets (to the extent permitted by applicableLaw to be transferred);

(i)                       all credits, deferred and prepaid charges and security deposits ofClorox or any of its Affiliates that are Related to the TransferredBusinesses;

(j)                       any life Insurance Policies owned by Clorox or any of itsAffiliates covering the life of any TransferredEmployee;

(k)                       all causes of action or Claims of any kind available to or beingpursued by Clorox or any of its Affiliates, whether as plaintiff,claimant, counterclaimant or otherwise, primarily relating to anyother Business Asset; and

(l)                       all goodwill relating to any Business Asset.

For the avoidance ofdoubt, the term “Business Assets” shall notinclude the Additional Assets, but shall include all the assets ofClorox Korea, other than Excluded Assets.

ExcludedAssets.  Notwithstanding anything in this Agreement to thecontrary, it is hereby acknowledged and agreed that HCI shall notdirectly or indirectly acquire or accept from Clorox or any of itsAffiliates, any assets, properties, rights, Contracts, Claims orother interests (a) which are not described in paragraphs (a)through (l) of Section 3.2 or do not constitute Additional Assetsor (b) of Clorox Korea that are listed in Section 3.3 ofClorox’s Disclosure Schedule  (all such assets,properties, rights, Contracts, Claims and other interests beingreferred to herein, collectively, as the “ExcludedAssets”).

BusinessLiabilities.  For purposes of this Agreement, the term“Business Liabilities” means, collectively, (a)all Liabilities under the Business Contracts transferred orassigned to Splitco or Clorox Korea to the extent arising from actsor omissions of HCI or any of its Affiliates or events occurring orconditions existing after the Closing, (b) all Liabilities relatingto Business Intellectual Property or Permits transferred orassigned to Splitco or Clorox Korea to the extent arising from actsor omissions of HCI or any of its Affiliates or events occurring orconditions existing after the Closing, (c) except as set forth inSection 3.5, Liabilities to or in respect of Transferred Employees(or their respective beneficiaries or dependents) to the extentarising from acts, omissions, events, circumstances or conditionsoccurring or existing on or after the Closing, (d) except as setforth in Section 3.5, all Liabilities of Clorox Korea, and (e) theLiabilities listed in Section 3.4 of Clorox’s DisclosureSchedule.

ExcludedLiabilities.  Notwithstanding anything in this Agreementto the contrary, except as otherwise expressly contemplated by theAncillary Agreements, it is hereby acknowledged and agreed that HCIshall not directly or indirectly assume or be obligated to pay,perform or otherwise assume or discharge any Liabilities of Cloroxor any of its Affiliates (including Splitco and Clorox Korea) thatare not Business Liabilities (such Liabilities being referred toherein, collectively, as the “ExcludedLiabilities”), it being understood that references hereinto Business Liabilities shall not include the following:

(a)                       any Liability to the extent relating to an Excluded Asset(including any Liability set forth on Section 3.5(a) ofClorox’s Disclosure Schedule);

(b)                       any Liability in respect of any directors’ andofficers’ liability insurance policy for Clorox or any of itsSubsidiaries (including any obligation or liability in respect ofany deductible thereunder) or in respect of any by-law or charterprovision of Clorox or any of its Subsidiaries providingindemnification for officers, directors or others;

(c)                       any Liability of Clorox Korea (i) to the extent arising from actsor omissions of Clorox Korea prior to the Closing, other than anyLiability to the extent reflected on the Final Closing Date KoreaWorking Capital Statement or (ii) listed in Section 3.5(c) ofClorox’s Disclosure Schedule;

(d)                       any Liability (i) to or in respect of any current or formeremployee (or his or her beneficiaries or dependents) of Clorox orany of its Affiliates, including Splitco and Clorox Korea, otherthan Liability to or in respect of Transferred Employees (or theirrespective beneficiaries or dependents) to the extent arising fromacts, omissions, events, circumstances or conditions occurring orexisting on or after the Closing, (ii) under any Business BenefitPlans, except for Liabilities under the Business Contracts thatconstitute Business Assets, or (iii) to or in respect ofTransferred Employees (or their respective beneficiaries ordependents) to the extent arising from acts, omissions, events,circumstances or conditions occurring or existing prior to theClosing or otherwise relating to or arising in connection with theReorganization or the Exchange;

(e)                       any Liability in respect of any Environmental Claim Related to theTransferred Businesses, to the extent arising from acts oromissions of Clorox or any of its Affiliates or events occurring orconditions existing prior to the Closing;

(f)                       any Liability under or in respect of any Business Contract orBusiness Benefit Plan, as in effect on the date hereof or, subjectto Section 6.2, adopted or entered into by Clorox or any of itsAffiliates after the date hereof and prior to the Closing, to payany amount or provide any compensation or benefit to any Person orto accelerate the vesting, payment or funding of any amount,compensation or benefit of any Person or relating to the payment oracceleration of vesting, funding or payment of any such amount,compensation or benefit, in any such case, in respect of a changein control of Splitco, Clorox Korea or the Transferred Businessesas a result of the consummation of the transactions contemplated bythis Agreement (either alone or together with any other event),including the Liabilities or obligations described onSection 3.5(f) of Clorox’s Disclosure Schedule;and

(g)                       any Liability, including breach of warranty or product liabilityclaims, arising out of any Product manufactured or sold prior tothe Closing.

Taxes.  For purposes of this Agreement,Taxes shall not be a Business Liability or an Excluded Liability,and refunds or credits from Taxes shall not be a Business Asset orExcluded Asset. Liabilities, refunds and credits with respect toTaxes shall be governed by and allocated in accordance with the TaxMatters Agreement.

Insurance. 

(a)                       If the Transferred Businesses or any Business Asset shall sufferany damage, destruction or loss after the date hereof, but beforethe Closing, and the Transferred Businesses or Business Asset andthe related casualty are covered by any Insurance Policy maintainedby Clorox or any of its Affiliates, then Clorox shall as soon aspracticable repair, restore or replace such Business Asset to theextent of the available insurance coverage, or if time does notpermit such repairing, restoring or replacing, pay to Splitco incash at the Closing, the amount of the proceeds from such policycovering such damage, destruction or loss, provided that nopayment shall be required pursuant to this paragraph (a) to theextent that the damage, destruction or loss to the TransferredBusinesses or the Business Asset is reflected on the Final ClosingDate Selected Financial Amount Statement or the Final Closing DateKorea Working Capital Statement.

(b)                       If the Transferred Businesses or any Business Asset shall incur anyBusiness Liability following the date hereof, which arises out ofor relates to actions or operations of the Transferred Businessesor such Business Asset prior to the Closing and for which Clorox orany of its Affiliates is entitled to receive reimbursement underany Insurance Policy, Clorox shall promptly notify HCI, and atHCI’s request use its reasonable commercial efforts to pursuesuch claim or, at Clorox’s discretion, assign and transferall right of recovery under such claim to Splitco, if such claim isassignable and transferable, and pay to Splitco any recoveries orother payments received by Clorox or any of its Affiliates frominsurance companies to the extent related to the BusinessLiability; provided that Splitco agrees to pay thereasonable expenses incurred in either pursuing such claim ortransferring such claim; provided, further, that ifsuch Business Liability is a current liability of Clorox Korea suchBusiness Liability shall not be reflected on the Final Closing DateKorea Working Capital Statement.

REPRESENTATIONS AND WARRANTIES OFCLOROX

Except as set forth in Clorox’s DisclosureSchedule (which shall include specific references to the section ofthis Agreement to which the information stated in such disclosureschedule relates; provided, however, that any fact oritem disclosed in any section of such disclosure schedule thatrelates to a representation or warranty of Clorox in this Agreementshall be deemed to be disclosed with respect to any other sectionthereof and of this Agreement that relates to any otherrepresentation or warranty of Clorox in this Agreement to theextent that it is readily apparent from the face of such disclosurethat such disclosure is applicable to such sections), Clorox herebyrepresents and warrants to Parent and HCI, as of the date hereofand as of the Closing Date (or, if made as of a specified date, asof such specified date), as follows (it being understood and agreedthat, with respect to Splitco and any Clorox Entity not inexistence as of the date hereof or ceasing to exist after the datehereof, these representations and warranties are made only ifSplitco or such Clorox Entity is in existence as of the date suchrepresentations and warranties are made):

Organization and Standing.  Each ofClorox, the Clorox Entities and Splitco is (a) a corporation,limited liability company or other legal entity duly organized,validly existing and duly qualified or licensed and, if applicable,in good standing under the Laws of the state or jurisdiction of itsorganization with full corporate or other power, as the case maybe, and authority to own, lease, use and operate its properties andto conduct its business, and (b) duly qualified or licensed to dobusiness and, to the extent applicable, in good standing in anyother jurisdiction in which the nature of the business conducted byit or the property it owns, leases, uses or operates requires it toso qualify, be licensed or be in good standing, except where thefailure to be so qualified, licensed or in good standing would not,individually or in the aggregate, be reasonably likely to have aMaterial Adverse Effect on the Transferred Businesses, taken as awhole, or on Splitco and Clorox Korea, taken as a whole. Clorox has furnished or made available to HCI a complete andcorrect copy of the certificate of incorporation and by-laws forClorox, each as in effect on the date hereof, and will furnish ormake available to HCI, as of the Closing, a complete and correctcopy of the certificate of incorporation and by-laws (or otherorganizational documents) for Splitco, each as in effect as of theClosing.  Section 4.1 of Clorox’s Disclosure Schedulesets forth a list, correct and complete, of the Clorox Entities asof the date of this Agreement.

Subsidiaries.  As of the Closing, all ofthe outstanding shares of capital stock of Clorox Korea and theHIBSA Equity Interest will be owned by Splitco, free and clear ofall Encumbrances, and will be duly authorized, validly issued,fully paid and, to the extent such concept is recognized byapplicable Law, nonassessable and not subject to any preemptive orsubscription rights (and not issued in violation of any preemptiveor subscription rights).  Splitco shall have good and validtitle to all such shares and the HIBSA Equity Interest.  As ofthe Closing, neither Splitco nor Clorox Korea shall own, directlyor indirectly, or have entered into any agreement, arrangement orunderstanding to purchase or sell any capital stock or otherownership interests in any Person.

Capitalization. 

(a)                       As of the date hereof, the authorized capital stock of Splitco andClorox Korea and the number of shares of such capital stock issuedand outstanding is as set forth in Section 4.3 ofClorox’s Disclosure Schedule.  Clorox will, as of theClosing, own all of the issued and outstanding shares of Splitcobeneficially and of record, free and clear of any Encumbrances.There will, as of the Closing, be no shares of capital stock ofSplitco issued or outstanding other than the Splitco Shares. As of the Closing, Clorox shall have the sole, absolute andunrestricted right, power and capacity to exchange, assign andtransfer all of the Splitco Shares to HCI.  Assuming HCI hasthe requisite power and authority to be the lawful owner of theSplitco Shares, upon delivery to HCI of the certificatesrepresenting the Splitco Shares at the Closing and upon receipt byClorox of the HCI‐Owned Clorox Shares in exchange for theSplitco Shares at the Closing in accordance with the terms of thisAgreement, HCI will acquire good and valid title to the SplitcoShares, free and clear of any Encumbrances, other than Encumbrancescreated by HCI or any of its Affiliates.

(b)                       As of the Closing, all of the Splitco Shares shall be dulyauthorized, validly issued, fully paid and nonassessable, and notissued in violation of any preemptive or similar rights. As of theClosing, there shall be no outstanding subscriptions, options,warrants, puts, calls, agreements to which Clorox or any of itsAffiliates is a party or other rights of any type or othersecurities (a) requiring the issuance, sale, transfer, pledge orother disposition of, or repurchase, redemption or otheracquisition of, any shares of capital stock of Splitco or CloroxKorea or any securities convertible into shares of capital stock ofSplitco or Clorox Korea, (b) restricting the transfer of any sharesof capital stock of Splitco or Clorox Korea or (c) relating to thevoting of any shares of capital stock of Splitco or Clorox Korea.As of the Closing, there shall be no issued or outstandingIndebtedness of Splitco or Clorox Korea having the right to vote(or convertible into, or exchangeable for, securities having theright to vote), upon the happening of a certain event or otherwise,on any matters on which the equity holders of Splitco or CloroxKorea may vote.

(c)                       As of the Closing, neither Splitco nor Clorox Korea shall be indefault or violation (and no event shall have occurred which, withnotice or the lapse of time or both, would constitute such adefault or violation) of any term, condition or provision of itscertificate of incorporation or bylaws or other organizationaldocuments.

CorporatePower and Authority.  Clorox has all requisite corporatepower and authority to enter into and deliver this Agreement and toconsummate the transactions contemplated hereby. Clorox and each ofits Affiliates that will be a party to the Ancillary Agreementshave all requisite corporate or other power, as the case may be,and authority to execute and deliver the Ancillary Agreements andthe other agreements, documents and instruments to be executed anddelivered by it in connection with this Agreement or the AncillaryAgreements and to consummate the transactions contemplated thereby.The execution, delivery and performance of this Agreement by Cloroxand the consummation by Clorox of the transactions contemplatedhereby, and the execution, delivery and performance of theAncillary Agreements and the other agreements, documents andinstruments to be executed and delivered in connection with thisAgreement or the Ancillary Agreements by Clorox and each of itsAffiliates that is, or, as of the Closing, will be, a party theretoand the consummation of the transactions contemplated thereby, havebeen, or, with respect to the Ancillary Agreements and any suchother agreements, documents or instrument to be entered into afterthe date hereof and the transactions contemplated thereby, will, asof the Closing, be duly authorized by all necessary corporateaction or proceeding on the part of each such Person. ThisAgreement has been duly executed and delivered by Clorox andconstitutes the legal, valid and binding obligation of Clorox,enforceable against Clorox in accordance with its terms, except asmay be limited by applicable bankruptcy, insolvency,reorganization, moratorium or other similar Laws now or hereafterin effect relating to or affecting creditors’ rightsgenerally, including the effect of statutory and other Lawsregarding fraudulent conveyances and preferential transfers andsubject to the limitations imposed by general equitable principles(regardless of whether such enforceability is considered in aproceeding at law or in equity). The Ancillary Agreements and theother agreements, documents and instruments to be executed anddelivered in connection with this Agreement or the AncillaryAgreements at the Closing will, as of the Closing, be duly executedand delivered by Clorox and its Affiliates that are, or arespecified to be, a party thereto and will, as of the Closing,constitute the legal, valid and binding obligations of Clorox andsuch Affiliates, enforceable against each such Person in accordancewith their respective terms, except as may be limited by applicablebankruptcy, insolvency, reorganization, moratorium or other similarLaws now or hereafter in effect relating to or affectingcreditors’ rights generally, including the effect ofstatutory and other Laws regarding fraudulent conveyances andpreferential transfers and subject to the limitations imposed bygeneral equitable principles (regardless of whether suchenforceability is considered in a proceeding at law or inequity).

Conflicts;Consents and Approvals.  Neither the execution anddelivery by Clorox or any of its Affiliates of this Agreement, theAncillary Agreements and the other agreements, documents andinstruments to be executed and delivered by any of them inconnection with this Agreement and the Ancillary Agreements, northe consummation of the transactions contemplated hereby andthereby, does, or, with respect to the Ancillary Agreements and anysuch other agreements to be executed after the date hereof and theconsummation of the transactions contemplated thereby, will as ofthe Closing:

(a)                       conflict with, or result in a breach of any provision of, theorganizational documents of (a) Clorox, any Clorox Entity or suchAffiliate of Clorox that is, or is specified to be, a party to theAncillary Agreements or any other agreements and instruments to beexecuted and delivered in connection therewith;

(b)                       violate, or conflict with, or result in a breach of any provisionof, or constitute a default (or an event that, with the giving ofnotice, the passage of time or otherwise, would constitute adefault) under, or entitle any Person (with the giving of notice,the passage of time or otherwise) to terminate, accelerate, modifyor call a default under, or give rise to any obligation to make apayment under, or to any increased, additional or guaranteed rightsof any Person under, or result in the creation of any Encumbranceupon any Business Asset or the Splitco Shares or the HIBSA EquityInterest under any of the terms, conditions or provisions of (i)any Contract to which Clorox, the Clorox Entities (with respect tothe Transferred Businesses) or Splitco is a party or to which anyof their respective properties or assets (including the BusinessAssets) are bound or (ii) any permit, registration, approval,license or other authorization or filing to which Clorox, theClorox Entities (with respect to the Transferred Businesses) orSplitco is subject or to which any of their respective propertiesor assets (including the Business Assets) is subject, in each case,that would, individually or in the aggregate, be reasonably likelyto (A) have a Material Adverse Effect on the TransferredBusinesses, taken as a whole, or (B) prevent or materiallyimpede or delay the consummation by Clorox of the transactionscontemplated hereby;

(c)                       require any action, consent or approval of any non-governmentalthird party other than any such action, consent or approval thefailure to obtain which would not, individually or in theaggregate, be reasonably likely to (A) have a Material AdverseEffect on the Transferred Businesses, taken as a whole, or (B)prevent or materially impede or delay the consummation by Clorox ofthe transactions contemplated hereby;

(d)                       violate any material order, writ, or injunction, decree or Lawapplicable to Clorox, the Clorox Entities, Splitco or any Affiliateof Clorox that is, or is specified to be, a party to the AncillaryAgreements or any Business Asset or the Transferred Businesses;or

(e)                       require any material action, consent or approval of, or review by,or registration or filing by Clorox or any of its Affiliates withany Governmental Authority, other than actions required by theHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended(the “HSR Act”), and other applicable mergercontrol or similar Laws, and the Federal Insecticide, Fungicide andRodenticide Act (“FIFRA”) and other applicableproduct registration Laws.

Board andStockholder Approval.  The Board of Directors of Clorox,by resolutions duly adopted, including approval by a majority ofthe “Disinterested Directors” (as defined in ArticleSix of Clorox’s Restated Certificate of Incorporation) andnot subsequently rescinded or modified in any way, has duly (a)determined that the transactions contemplated by this Agreement andthe Ancillary Agreements are in the best interests of Clorox andits stockholders, (b) approved this Agreement and the AncillaryAgreements and (c) approved the transactions contemplated by thisAgreement.  No vote of the holders of the outstanding sharesof Clorox Common Stock is necessary to approve the transactionscontemplated by this Agreement.

No MaterialAdverse Effect.  Except as expressly contemplated by thisAgreement (including with respect to the Reorganization), sinceJune 30, 2004, (a) no Material Adverse Effect on the TransferredBusinesses, taken as a whole, or on Splitco and Clorox Korea, takenas a whole, has occurred, and (b) there has been no event,occurrence or development that would be reasonably likely toprevent or materially impede or delay the consummation by Clorox ofthe transactions contemplated hereby.  Without limiting thegenerality of the foregoing, since June 30, 2004, except asexpressly contemplated by this Agreement (including with respect tothe Reorganization), (a) Clorox and the Clorox Entities have (i)operated the Transferred Businesses only in the ordinary course and(ii) maintained their books and records in accordance with pastaccounting practice except as required to comply with changes toGAAP, and (b) Clorox and the Clorox Entities have not taken anyaction that if taken on or after the date hereof, would constitutea breach of Section 6.2 (a) through (n).

Taxes. 

(a)                       Affiliated Group.  Splitco is a member of the CloroxAffiliated Group.  None of Splitco or the Clorox Entities hasbeen a member of an affiliated group filing a consolidated,combined or unitary Tax Return (other than the Clorox AffiliatedGroup) or has any liability for the Taxes of any Person (other thanarising from membership in the Clorox Affiliated Group) underTreas. Reg. § 1.1502-6 (or any similar provision of state,local or foreign law).

(b)                       Tax Returns.  Each of Clorox, the Clorox AffiliatedGroup, the Clorox Entities and Splitco has duly filed in a timelymanner (taking into account all extensions of due dates) all TaxReturns, including, without limitation, the Clorox FederalConsolidated Returns and declarations of the estimated Tax,required to be filed on or before the Closing Date with respect tothe Transferred Businesses and Splitco, and, in each case, any oftheir income, properties or operations. All information provided insuch Tax Returns is true, complete and accurate in all materialrespects.

(c)                       Liabilities.  All Taxes attributable to Splitco(including, for the avoidance of doubt, any Taxes payable bySplitco and any Taxes for which Splitco may be held liable) for allPre-Closing Periods have been timely and duly paid or accrued andreserved for on the Business Financial Statements, with respect toTax Periods ending prior to the date hereof and such reserves inrespect of Taxes for all open Tax Periods are adequate for thepayment of all Liabilities of Splitco (including Liabilities ofClorox and the Clorox Entities to the extent relating to theTransferred Businesses) for Taxes.

(d)                       Withholding.  The Clorox Entities and Splitco, asapplicable, have withheld from their employees, creditorsand independent contractors (and timely paid to the appropriategovernmental entity) proper and accurate amounts for all periodsthrough the Closing Date in compliance with all tax withholdingprovisions of applicable federal, state, local and foreign Laws(including, without limitation, income, social security andemployment tax withholding for all types ofcompensation).

(e)                       Audits; Settlements. (i) The Clorox FederalConsolidated Returns have been audited and settled for all yearsthrough June 30, 1996; (ii) any deficiencies proposedwith respect to the Transferred Businesses as a result of anygovernmental audits of Tax Returns have been paid or fully settled,and there is no notice of deficiency, claim or assessment pending,or, to the best of Clorox’s knowledge, threatened againstClorox or the Clorox Entities for any alleged deficiency in Taxesrelating to the Transferred Businesses; and (iii) there are nooutstanding agreements or waivers extending the statutory period oflimitations for the assessment or collection of any Tax for whichSplitco may be liable (including, without limitation, Taxes ofClorox or the Clorox Entities to the extent relating to theTransferred Businesses).

(f)                       Tax Returns—Availability.  Clorox has furnishedor made available to HCI complete and accurate copies of (i) allTax Returns, and any amendments thereto, filed by Splitco andClorox Korea for all tax years for which the statute of limitationson assessment remains open.

(g)                       Overall Foreign Loss.  Immediately before the Exchange,the Clorox Affiliated Group does not have an overall foreign losswithin the meaning of Section 904(f)(2) and Treas. Reg. §1.1502-9.

(h)                       Section 355.  Except pursuant to the Reorganization,none of Clorox, the Clorox Entities (in each case, to the extentrelating to the Transferred Businesses) or Splitco has been a“distributing corporation” or a “controlledcorporation” in a distribution intended to qualify underSection 355(a) of the Code within the five preceding taxableyears.

(i)                       Section 481.  None of Clorox, the Clorox Entities (ineach case, to the extent relating to the Transferred Businesses) orSplitco is required to make any adjustments under Section 481(a) ofthe Code (or any similar provision of state, local or foreign TaxLaw) for any taxable year ending after the ClosingDate.

(j)                       Tax Sharing Agreements.  Except for the Tax MattersAgreement, there is no Contract, agreement, arrangement orintercompany account system in existence under which Splitco has,or may at any time in the future have, an obligation to contributeto the payment of any portion of a Tax (or pay any amountcalculated with reference to any portion of a Tax) determined on aconsolidated, combined or unitary basis with respect to anyAffiliated Group or other group of corporations of which thecompany is or was a part.

(k)                       Timing.  Splitco will not berequired to include any item of income in, or exclude any item ofdeduction from, any Tax Period beginning on or after the ClosingDate as a result of (i) any “closing agreement” asdescribed in Section 7121 of the Code (or any corresponding orsimilar provision of state, local or foreign law) executed on orprior to the Closing Date, (ii) any material installment sale oropen transaction disposition made on or prior to the Closing Date,and (iii) any material deferred income items received on or priorto the Closing Date.

(l)                       Foreign Tax Liability.  Splitco has not been, andcurrently is not, subject to Tax in any jurisdiction in which itdoes not file Tax Returns.

(m)                       Tax Opinion.  The Tax Opinion Representations made byClorox and Splitco are true, complete and accurate.

(n)        Tax Opinion - Actions.  Neither Clorox nor any of itsSubsidiaries or Affiliates has taken or agreed to take any action,has failed to take any action or knows of any fact, agreement, planor other circumstance, in each case that would be reasonably likelyto prevent Clorox from receiving its respective Tax Opinion. Clorox has been advised by Baker & McKenzie LLP that, otherthan as a result of a material change in applicable Laws or factsafter the date of this Agreement, Baker & McKenzie LLP expectsto be able to deliver to Clorox its respective TaxOpinion. 

Except as provided in theTax Matters Agreement, the representations and warranties of Cloroxin Section 4.8 shall be the exclusive representations andwarranties of Clorox in effect on or before the Closing Date withrespect to Tax matters.

Compliancewith Law.  Clorox and each of the Clorox Entities has withrespect to the Transferred Businesses and Transferred Employeescomplied in all material respects with all Laws applicable to theTransferred Businesses, Splitco or the Transferred Employees. None of Clorox, Splitco or any of the Clorox Entities has receivedany notice from any Governmental Authority that the TransferredBusinesses or Splitco or any Clorox Entity (with respect to theTransferred Businesses) or any Business Asset or Business Liabilityhas been or is being conducted in violation of any applicable Lawin any material respect or that an investigation or inquiry intoany such noncompliance with any applicable Law is ongoing, pendingor, to Clorox’s knowledge, threatened.  This Section 4.9does not relate to matters with respect to Taxes, which are thesubject of Section 4.8, to environmental matters, which are thesubject of Section 4.12, or to Business Benefit Plan matters, whichare the subject of Section 4.14.

Intellectual Property.

(a)        Section 4.10(a) of Clorox’s Disclosure Schedule sets forth alist that includes all patents, patent applications, registeredtrademarks, material unregistered trademarks, registered copyrightsand Internet domain name registrations that are a part of the OwnedIntellectual Property.  The Owned Intellectual Propertyincludes all registered trademarks and material unregisteredtrademarks that have been used in the Transferred Businesses. Withrespect to the Owned Intellectual Property that is registered orsubject to an application for registration, the list referred toabove includes the jurisdictions where, as of the date hereof, suchOwned Intellectual Property is registered or where applicationshave been filed, and all registration numbers.  As of theClosing, Splitco or Clorox Korea will be the sole owner of theOwned Intellectual Property set forth in the list referred to aboveand, to Clorox’s knowledge, all other Owned IntellectualProperty, free and clear of all Encumbrances other than PermittedEncumbrances, and will have the exclusive right to use andsublicense, without payment to any other Person, all of the OwnedIntellectual Property set forth in the list referred toabove.  No license relating to any of the Owned IntellectualProperty set forth in the list referred to above, and no materiallicense relating to any other Owned Intellectual Property, has beengranted, except as provided in the Ancillary Agreements, and exceptfor customer agreements and nonexclusive licenses to end-users inthe ordinary course of business. 

(b)        Section 4.10(b) of Clorox’s Disclosure Schedule sets forth alist that includes all material Licensed Intellectual Property thatwill be held for use under license by Splitco as of the Closing,including the IP Licenses.  None of Clorox, any of the CloroxEntities (in each case, with respect to the Transferred Businesses)or Splitco is bound by or a party to any material option, licenseor similar Contract relating to any Intellectual Property of anyother Person for the use of such Intellectual Property in theconduct of its business, except pursuant to any AncillaryAgreement, and except for the Licensed Intellectual Property andlicense agreements relating to computer software licensed toSplitco or to Clorox or a Clorox Entity for the nonexclusivebenefit of Splitco, Clorox or a Clorox Entity in the ordinarycourse of business.  None of the Clorox Entities or Splitcohave given or received any notice of default or of any event whichwith the lapse of time would constitute a default under anymaterial agreement involving the Business Intellectual Property;none of the Clorox Entities or Splitco, nor, to Clorox’sknowledge, any other Person, currently is in default under any suchagreement.  The Owned Intellectual Property and the LicensedIntellectual Property, together with any other rights granted toSplitco and its Affiliates under the Ancillary Agreements, compriseall the Intellectual Property that is necessary and sufficient topermit Splitco and its Affiliates to conduct immediately followingthe Closing the Transferred Businesses substantially in the mannerthe Transferred Businesses were being conducted by Clorox and itsSubsidiaries as of the date hereof and immediately prior to theClosing.

(c)        The Clorox Entities (with respect to the Transferred Businesses) orSplitco have paid all fees required to be paid, and have made allrenewals required to be made, for the maintenance of theirproprietary rights in the Owned Intellectual Property.

(d)        To Clorox’s knowledge, no third party is infringing in anymaterial respect a proprietary right of the Clorox Entities (withrespect to the Transferred Businesses) or Splitco in any OwnedIntellectual Property.

(e)        There is no pending or, to Clorox’s knowledge, threatened materialclaim (i) challenging the validity or enforceability of, orcontesting the Clorox Entities’ right to use any of theBusiness Intellectual Property; (ii) challenging the validity orenforceability of any agreement relating to the BusinessIntellectual Property; or (iii) asserting that Clorox’s orany of the Clorox Entities’ use of any Business IntellectualProperty or its provision of goods and services in connection withthe Transferred Businesses as currently conducted infringes upon,misappropriates, violates or conflicts in any way with theIntellectual Property rights of any Person.  To Clorox’sknowledge, the conduct of the Transferred Businesses as of the datehereof does not infringe upon, misappropriate, violate or conflictin any way with the Intellectual Property rights of any Person inany material respect.  None of the Clorox Entities is a partyto any Action in respect of the Transferred Businesses thatinvolves a material claim of infringement or misappropriation ofany Intellectual Property of any Person.

(f)         Other than in the ordinary course of business, neither Splitco norClorox Korea is, as of the date hereof, party to, or subject to theterms of, a Contract with a non-employee third party relating tothe non-disclosure or confidentiality of material OwnedIntellectual Property.  With respect to employees, Clorox andthe Clorox Entities (with respect to the Transferred Businesses),or Splitco and Clorox Korea, have used reasonable efforts tomaintain their Owned Intellectual Property in confidence, includingby generally entering into agreements that require employees basedin the United States to keep such Intellectual Propertyconfidential.  To Clorox’s knowledge, there has been nomaterial breach of any confidentiality agreements entered into byany employees that have participated in the conduct of theTransferred Businesses in the previous five years and there are nopending or threatened Actions or Claims relating to any suchconfidentiality agreements.

(g)        In this Agreement, “Intellectual Property” meansany patent (including design patents and utility patents, allreissues, divisions, continuations, continuations-in-part andextensions thereof and, in each case, applications therefor),trademark of any type (whether registered or unregistered,including service marks, slogans, logos, trade dress, brand names,certification marks, assumed names, trade names and otherindications of origin, including the goodwill attaching thereto andthe registrations and applications therefor), copyrights, copyrightregistrations, copyright applications, works of authorship, maskworks, moral rights and design rights, all rights in Internetdomain name registrations and Internet protocol addresses, anytrade secrets, know-how, formulae, customer lists, software,manufacturing information and data in whatever form, applications,use and maintenance information and technical specifications andplans for products, procedures and processes.

Title toAssets; Sufficiency.

(a)        As of the Closing, Splitco shall have good and valid title to, or avalid and binding leasehold interest or license, or its reasonableequivalent outside of the United States, (subject to the terms ofthe relevant lease or license) in, the Business Assets (other thanthe shares of capital stock of Clorox Korea) and the Cash Amountfree and clear of any Encumbrances, other than and subject toPermitted Encumbrances.  This Section 4.11(a) does not relateto matters with respect to Intellectual Property, which are thesubject of Section 4.10, or to real property, which are the subjectof Section 4.19.

(b)        Upon consummation of the transactions contemplated hereby, theBusiness Assets, together with the Ancillary Agreements (includingthe services to be provided pursuant to, and any other rightsgranted to Splitco and its Affiliates under, the AncillaryAgreements), comprise all of the rights, assets and properties thatare necessary and sufficient to permit Splitco and its Affiliatesto conduct immediately following the Closing the TransferredBusinesses substantially in the manner as the TransferredBusinesses were being conducted by Clorox and its Subsidiaries asof the date hereof and immediately prior to theClosing. 

Environmental Matters.

(a)        The Transferred Businesses have been and are being conducted, andthe Business PP&E have been and are being leased or owned andoperated, in compliance in all material respects with allEnvironmental Laws.  Neither Clorox nor any of itsSubsidiaries has (with respect to the Transferred Businesses or theBusiness PP&E) received, or knows of the issuance of, anynotice of violation alleging non-compliance with any EnvironmentalLaw.

(b)        Clorox and its Subsidiaries have obtained and currently maintainall Environmental Permits necessary for the conduct of theTransferred Businesses and the lease or ownership and operation ofthe Business PP&E as currently operated, and the TransferredBusinesses have been and are being conducted, and the BusinessPP&E have been and are being leased or owned and operated, incompliance in all material respects with all such EnvironmentalPermits.  Section 4.12 of Clorox’s Disclosure Schedulelists all such material Environmental Permits, indicating, in eachcase, the expiration date thereof.  Neither Clorox nor any ofits Subsidiaries has received any notice that the TransferredBusinesses lack any such Environmental Permit and, toClorox’s knowledge, no such notice is threatened.

(c)        Neither Clorox nor any of its Subsidiaries is subject to anymaterial Environmental Claim arising out of the TransferredBusinesses or the Business PP&E, and, to Clorox’sknowledge, no such Environmental Claim isthreatened. 

(d)        To Clorox’s knowledge there have been no past and are nopresent conditions, circumstances, events, activities or practicesof or at Clorox Korea, including (i) a Release or threatenedRelease of a Regulated Substance or (ii) the presence of anyRegulated Substance in the Environment, whether at the BusinessPP&E, any Real Property, a third-party site to which theTransferred Businesses sent wastes for disposal, or any otherlocation, that requires or is reasonably anticipated to requireRemedial Action.

(e)        To Clorox’s knowledge, there is not, either on, in or underany Real Property, any (i) underground storage tanks or surfacetanks, dikes or impoundments, (ii) asbestos-containing materials or(iii) equipment containing polychlorinatedbiphenyls.

(f)         To Clorox’s knowledge, there are no Contracts which wouldrequire HCI, Splitco or Clorox Korea to fulfill any materialobligation under or pursuant to Environmental Law or relating toRemedial Action that it would not otherwise be required to fulfillon its own in the absence of such a Contract, including anyContract for indemnification, reimbursement, defense, holding aPerson harmless, release or waiver. 

(g)        Clorox has provided to HCI all material written assessments,audits, surveys, investigation or sampling reports, and similardocuments in Clorox’s possession relating to the Environmentor any Release or presence of or exposure to any RegulatedSubstances, to the extent relating to Clorox Korea or the BusinessPP&E.

The representations andwarranties of Clorox in this Section 4.12 shall be theexclusive representations and warranties of Clorox with respect tomatters relating to Environmental Law.

Litigation.

(a)        As of the date hereof, there is no Action pending or threatened inwriting or, to Clorox’s knowledge, otherwise threatened,against Clorox or any of the Clorox Entities or any executiveofficer or director thereof in each case that (i) relates tothe Transferred Businesses, the Business Assets or the BusinessLiabilities claiming an amount in excess of $250,000 or (ii) wouldbe reasonably likely to prevent or materially impede or delay theconsummation by Clorox of the transactions contemplated hereby(including the Reorganization) or by any AncillaryAgreement. 

(b)        As of the date hereof, there is no Action pending that wasinstituted by Clorox or any of the Clorox Entities with respect tothe Transferred Businesses claiming an amount in excess of$250,000, and neither Clorox nor any of the Clorox Entities hasmade any such Claim or threatened to make any such Claim orcommence any such Action involving an amount in excess of$250,000.

(c)        As of the date hereof, there are no material judgments, decrees,written agreements, memoranda of understanding or orders of anyGovernmental Authority outstanding against Clorox or any of theClorox Entities relating to the Transferred Businesses or anyBusiness Assets, or Business Liabilities.

(d)        Section 4.13 of Clorox’s Disclosure Schedule sets forth atrue and complete list as of the datehereof of (i) all Claims made since July 1, 2002 byClorox or any of the Clorox Entities in respect of the TransferredBusinesses under Insurance Policies maintained by Clorox or any ofthe Clorox Entities and (ii) all Claims made or Actions commencedsince July 1, 2002 by or against Clorox or any of the CloroxEntities in respect of the Transferred Businesses in which anamount in excess of $250,000 was claimed, awarded or otherwise paidin settlement.

EmployeeBenefit Plans.

(a)        Neither Splitco nor Clorox Korea sponsors, maintains, is a party toor is otherwise bound by, contributes to or obligated to contributeto any Employee Benefit Plan, including any multiemployer plan (asdefined in Section 4001(a)(3) of ERISA) or any multipleemployer plan (within the meaning of Section 4063 or 4064 ofERISA).  No compensation or benefits payable to, earned oraccrued in respect of any current or former employee or consultantRelated to the Transferred Businesses, including the TransferredEmployees, at or prior to the Closing is payable under any BusinessBenefit Plan that will continue to be sponsored or maintained bySplitco or Clorox Korea after the Closing or with respect to whichany such Person will continue as a party or otherwise continue tobe bound.

(b)        Neither Splitco nor Clorox Korea has incurred or has outstandingany Liability under or pursuant to any provision of Title I orIV of ERISA, Sections 412 or 4971 of the Code or any other sectionof the Code relating to Employee Benefit Plans that imposes jointand several liability on all Persons treated as a “singleemployer” under Section 414 of the Code, and toClorox’s knowledge, no event, transaction or condition hasoccurred or exists or is expected to occur which would bereasonably likely to result in any such material Liability toSplitco or Clorox Korea or, from or after the Closing Date, HCI orany of its Affiliates as a result of the affiliation of Splitco orClorox Korea with Clorox or any Clorox Entity prior to theClosing.

(c)        Each Business Benefit Plan of Clorox Korea has been operated andadministered, and is, in compliance in all material respects withits terms and all applicable Laws.  Each Business Benefit Planthat is intended to qualify for special tax treatment under theLaws of the Republic of Korea so qualifies.

(d)        There are no Actions, Claims or governmental audits pending or, toClorox’s knowledge, threatened with respect to any BusinessBenefit Plan that would reasonably be expected to result in anymaterial Liability of Splitco or Clorox Korea or, from or after theClosing, HCI or any of its Affiliates.

Contracts.  (a) Section 4.15 ofClorox’s Disclosure Schedule contains a complete list, as ofthe date hereof, of all Contracts (other than this Agreement, theAncillary Agreements and Contracts relating to BusinessIntellectual Property and, except as noted below, Business BenefitPlans) (i) to which Splitco or Clorox Korea will be, atClosing, a party or bound, or that constitute Business Assets, and(ii) that fall within any of the following categories:

(i)         each Contract providing for aggregate payment of, or theperformance of services, or purchase or sale of goods or materialswith a value of, more than $500,000 in any 12 month period, or morethan $1,000,000 over the life of the Contract, by or to any CloroxEntity (with respect to the Transferred Businesses) orSplitco;

(ii)        each Contract providing for the sale, lease or other disposition ofany of the Business Assets other than in the ordinary course ofbusiness;

(iii)        each Contract for the purchase of any Business Asset forconsideration in excess of $500,000;

(iv)       each joint venture or partnership agreement and each Contractproviding for the formation of a joint venture, long-term allianceor partnership or involving an equity investment by any CloroxEntity (with respect to the Transferred Businesses) orSplitco;

(v)        each Contract (including a Business Benefit Plan) (a) that by itsexpress terms affects or limits in any material way the freedom ofthe Transferred Businesses or Splitco (with respect to whichobligations or limitations shall remain in effect for theTransferred Businesses or Splitco following the Closing) to competein any line of business or with any Person or in any geographicarea or (b) that imposes non-solicitation, exclusive dealing orother similar obligations on the Transferred Businesses or Splitco,which obligations or limitations shall remain in effect for theTransferred Businesses or Splitco following the Closing;

(vi)       each Contract relating to any outstanding commitment for capitalexpenditures in excess of $500,000;

(vii)       each Contract (or group of related Contracts) under which anyClorox Entity (with respect to the Transferred Businesses) orSplitco has created, incurred, assumed, or guaranteed anyIndebtedness or that provides for the lending or advancing ofamounts or investment in any other Person, in each case, in excessof $500,000 or providing for the creation of any Encumbrance (otherthan a Permitted Encumbrance) securing an obligation likely toexceed $1,000,000 upon any Business Asset;

(viii)       eachlease, sublease or similar agreement under which any Clorox Entity(with respect to the Transferred Businesses) or Splitco is a lesseeor sublessee of tangible personal property used or held for use inthe Transferred Businesses, for an annual rent in excess of$500,000, or, rent over the life of the Contract in excess of$1,000,000;

(ix)       each joint research and development agreement involvingexpenditures by the Transferred Business in excess of $500,000 inany calendar year, or in excess of $1,000,000 over the current termof the Contract;

(x)        the Korean Real Property Lease;

(xi)       each Contract concerning the marketing or distribution by thirdparties of any products or services of the Transferred Businesses(including any Contract requiring the payment of any sales ormarketing or distribution commissions or granting to any Personrights to market, distribute or sell such products or services)involving sales of products of more than $500,000 annually;and

(xii)       each other Contract which was entered into other than in theordinary course of business providing for payments to or from thirdparties in excess of $1,000,000 over the current term of theContract.

(b)        Clorox has made available to HCI or its representatives correct andcomplete copies of all Contracts listed in Section 4.15 ofClorox’s Disclosure Schedule with all amendments thereof.Each such Contract is valid, binding and enforceable againstSplitco or Clorox Korea and, to Clorox’s knowledge, the otherparties thereto in accordance with its terms, and is in full forceand effect, except as may be limited by applicable bankruptcy,insolvency, reorganization, moratorium or other similar Laws now orhereafter in effect relating to or affecting creditors’rights generally, including the effect of statutory and other Lawsregarding fraudulent conveyances and preferential transfers andsubject to the limitations imposed by general equitable principles(regardless of whether such enforceability is considered in aproceeding at law or in equity). None of Clorox, the CloroxEntities or Splitco is in material default under or in materialbreach of or is otherwise materially delinquent in performanceunder any such Contract, and, to Clorox’s knowledge, no eventhas occurred that, with notice or lapse of time, or both, wouldconstitute such a default.  To Clorox’s knowledge eachof the other parties thereto has performed in all material respectsall of the obligations required to be performed by it under, and isnot in material default under, any such Contract and, toClorox’s knowledge no event has occurred that, with notice orlapse of time, or both, would constitute such a default. There are no material disputes pending or, to Clorox’sknowledge, threatened with respect to any such Contracts. None ofClorox, the Clorox Entities or Splitco, or to Clorox’sknowledge, any other party to any such Contract has exercised anyoption granted to it to terminate or materially shorten or extendthe term of such Contract, and none of Clorox, the Clorox Entitiesor Splitco, has given written or oral notice or received writtenor, to Clorox’s knowledge, oral notice to sucheffect.

Labor andEmployment Matters.

There are no collectivebargaining agreements, union contracts or similar agreements orarrangements in effect that cover any Transferred Employee. To Clorox’s knowledge, with respect to any TransferredEmployee, (i) there is no labor strike, or material dispute,lockout or stoppage pending or threatened against any Clorox Entityor Splitco, and no Clorox Entity has experienced any labor strikeor any material dispute, lockout or stoppage since July 1, 2002;(ii) there is no unfair labor practice material charge or complaintagainst any Clorox Entity or Splitco pending or, to Clorox’sknowledge, threatened before the National Labor Relations Board orbefore any similar state or foreign agency; (iii) there are nomaterial organizing activities for purposes of collectivebargaining or other collective labor representation; and (iv) nomaterial charges are pending before the Equal EmploymentOpportunity Commission or any other agency responsible for theprevention of unlawful employment practices.

FinancialStatements. 

(a)        Section 4.17(a) of Clorox’s Disclosure Schedule sets forth(i) the unaudited balance sheet of Clorox Korea as of June 30,2004, prepared on a pro forma basis to give effect to the exclusionof Excluded Assets and Excluded Liabilities of Clorox Koreapursuant to the Reorganization, (ii) the unaudited income statementof Clorox Korea for the fiscal year ended June 30, 2004, preparedon a pro forma basis to give effect to the exclusion of revenues,expenses and other items attributable to Excluded Assets andExcluded Liabilities of Clorox Korea pursuant to theReorganization, (iii) unaudited statements of assets of each of theInsecticides Business (excluding any assets of Clorox Korea) andthe Soft Scrub Business, each as of June 30, 2004, and (iv)unaudited statements of revenue and operating expenses for each of the Insecticides Business (excluding any revenue andoperating expenses of Clorox Korea) and the Soft Scrub Business forthe fiscal year ended June 30, 2004 (which reflect net sales, costof goods sold as well as certain other direct costs such asadvertising and promotion costs, commissions and research anddevelopment costs (but no allocation of overhead costs)) (suchfinancial statements, together with the financial statementsreferred to in clauses (i) through (iii) of this Section 4.17(a),are collectively referred to herein as the “BusinessFinancial Statements”).  The Business FinancialStatements (x) are based upon the information contained inClorox’s books and records (which are accurate and completein all material respects) and certain allocations made byClorox’s management in its reasonable judgment, and (y) areaccurate in all material respects as of the times and with respectto the periods referred to therein.

(b)        Section 4.17(b) of Clorox’s Disclosure Schedule sets forththe unaudited balance sheet of Clorox Korea as of June 30, 2004 andthe unaudited income statement of Clorox Korea for the fiscal yearended June 30, 2004.  Except for changes necessary to giveeffect to the exclusion of Excluded Assets and Excluded Liabilitiesof Clorox Korea, no changes have been made to such unauditedfinancial statements in preparing the pro forma financialstatements referred to in clauses (i) and (ii) of Section4.17(a).

(c)        Except (i) as expressly disclosed, referred to or reserved againstin the balance sheet portion of the Business Financial Statements,the Final Closing Date Selected Financial Amount Statement or theFinal Closing Date Korea Working Capital Statement, (ii) forany Excluded Liability, (iii) for any Liability relating to Taxesor (iv) as incurred by Clorox Korea after June 30, 2004 (x) in theordinary course of business and (y) without violation of Section6.2, the Transferred Businesses and Splitco are not subject to anymaterial Liabilities.

Permits;Compliance.  To Clorox’s knowledge, and except forEnvironmental Permits and, solely with respect to Splitco as of theClosing Date, authorizations, licenses, permits, approvals andregistrations under FIFRA or any comparable applicable state Laws,each of the Clorox Entities (with respect to the TransferredBusinesses) is and Splitco will, as of the Closing Date, be inpossession of all material franchises, grants, authorizations,licenses, permits, registrations, easements, variances, exemptions,consents, certificates, approvals and orders of or from allGovernmental Authorities necessary to own, lease and operate itsproperties and to carry on its business, with respect to suchClorox Entities, as it is now being conducted and, with respect toSplitco, as it will be conducted as of the Closing (collectively,the “Permits”). There is no material Actionpending, or, to Clorox’s knowledge, threatened, regarding anyof the Permits and each such Permit is in full force and effect. ToClorox’s knowledge, the Clorox Entities (with respect to theTransferred Businesses) and Splitco are not in material conflictwith, or in material default (or would be in such default with thegiving of notice, the passage of time, or both) with, or inmaterial violation of, any of the Permits.

RealEstate.

(a)        Clorox has provided HCI with a true and correct copy of the KoreanReal Property Lease including all amendments, modifications,supplements, side letters and consents in the possession of Cloroxaffecting the obligations of any party thereunder.

(b)        Clorox or a Clorox Entity has good and valid title to, and actualand exclusive possession of, the Owned Real Property and theleasehold estate in the real property leased to Clorox Koreapursuant to the Korean Real Property Lease, in each case free andclear of all Encumbrances, other than PermittedEncumbrances.

(c)        As of the Closing, Splitco or Clorox Korea will have good and validtitle to, and actual and exclusive possession of, the Owned RealProperty free and clear of all Encumbrances, other than PermittedEncumbrances.

(d)        The Korean Real Property Lease covers the entire estate it purportsto cover and, as of Closing, will entitle Splitco or Clorox Koreato the use, occupancy and possession of the real property subjectto the Korean Real Property Lease for substantially the purposessuch real property is being used by Clorox Korea immediately priorto the Closing.

(e)        To Clorox’s knowledge, there does not exist any actual,threatened or contemplated condemnation or eminent domainproceedings that materially affect any Real Property.

(f)         To Clorox’s knowledge, the current use and occupancy of theReal Property and the improvements located thereon are not inviolation of any material recorded covenants, conditions,restrictions, reservations, easements or agreements affecting theReal Property.

(g)        To Clorox’s knowledge, no part of the Real Property issubject to any building or use restriction that would restrict orprevent in any material respect the present use and operation ofsuch Real Property and the Real Property is in all materialrespects properly and duly zoned for its current use by Clorox andits Subsidiaries and the continuation of such use by Splitco andClorox Korea following the Closing, and, to Clorox’sknowledge, such current use is in all material respects aconforming use by Clorox and its Subsidiaries.  ToClorox’s knowledge, no Governmental Authority havingjurisdiction over any Real Property has issued or, threatened toissue any notice or order that materially adversely affects the useor operation of such Real Property, or requires, as of the datehereof or a specified date in the future, any material repairs oralterations or additions or improvements thereto, or the payment ordeduction of any material fee, exaction or property (other thanTaxes).

PP&E.  The facilities (including allbuildings, structures, and improvements) and each material item ofequipment used by Clorox or one of the Clorox Entities inconnection with the Transferred Businesses, in each case thatconstitute Business PP&E, taken as a whole, are in all materialrespects (a) in good operating condition and repair, ordinary wearand tear excepted, (b) structurally sound and free of defects and(c) suitable in all material respects for their current use andoperation.

Intercompany Services. Except for the Ancillary Agreements, there are no Contractspursuant to which any goods, services, materials or supplies areprovided (i) by Splitco or Clorox Korea, the TransferredBusinesses, or the Business Assets, on the one hand, to Clorox orany of its Affiliates (other than Splitco and Clorox Korea), on theother hand, or (ii) by Clorox or any of its Affiliates (other thanSplitco and Clorox Korea), on the one hand, to Splitco or CloroxKorea, the Transferred Businesses, or the Business Assets, on theother hand (each, an “IntercompanyArrangement”).

Relationships with Customers andSuppliers.  Set forth in Section 4.22 of Clorox’sDisclosure Schedule is a true and correct list of (i) the tenlargest customers (by revenues) of each of the InsecticidesBusiness (excluding customers of Clorox Korea), the InsecticidesBusiness (only including customers of Clorox Korea), and the SoftScrub Business, and (ii) the ten largest suppliers (by purchases)of each of the Insecticides Business (excluding suppliers of CloroxKorea), the Insecticides Business (only including suppliers ofClorox Korea), and the Soft Scrub Business, in each case, duringthe fiscal year ended June 30, 2004.  No customer or supplierthat is not listed in Section 4.22 of Clorox’s DisclosureSchedule accounted for in excess of 5% of the revenues or purchasesof any such Business during the fiscal year ended June 30,2004.  To Clorox’s knowledge, as of the date hereof, nocustomer or supplier listed in Section 4.22 of Clorox’sDisclosure Schedule has canceled or otherwise terminated, orthreatened to terminate, its relationship with the TransferredBusinesses, or, from July 1, 2004 to the date hereof, decreased orlimited in any material respect, or threatened to decrease or limitin any material respect, its purchases from or sales to theTransferred Businesses from those set forth in Section 4.22 ofClorox’s Disclosure Schedule.

Guarantees.  Neither Splitco nor CloroxKorea is, or as of the Closing will be, directly or indirectly(a) liable, by guarantee or otherwise, upon or with respectto, or (b) obligated to provide funds with respect to, or toguarantee or assume, any Indebtedness or other obligation of anyPerson.

ProductRecalls.  Since July 1, 2002 there has not been, nor,to Clorox’s knowledge, is there currently under considerationby the Transferred Businesses, any recall or post-sale warning, ineach case, of a material nature in respect of any product sold byClorox or any Clorox Entity in connection with the TransferredBusinesses or any services provided by Clorox or any Clorox Entityin connection with the Transferred Businesses (a“Product”).  To Clorox’s knowledge,since July 1, 2002 there have not been and there are no materialdefects or deficiencies in the Products.

Toxicological Information.  To theextent permitted under applicable Law, Clorox has provided to HCIall of the following to the extent Related to the TransferredBusinesses:

(a)        true and complete copies of material safety data sheets for allProducts currently produced and Products produced sinceJuly 1, 2002;

(b)        true copies of all material worker health and safety Claims,complaints and studies or summaries thereof, if any, in thepossession of Clorox or any of its Affiliates since July 1,2002; and

(c)        true copies of all material epidemiological or toxicologicalstudies in the possession of Clorox or any of its Affiliatesrelating to the Products or their manufacture.

No Paymentsor Benefits to Government Officials.  In connection withthe Transferred Businesses, or the transactions contemplatedhereby, neither Clorox nor any of its Affiliates, nor, toClorox’s knowledge, any director, officer, employee or agentthereof, has made, directly or indirectly, any illegal contributionto a political party or candidate, any improper foreign payment (asdefined in the U.S. Foreign Corrupt Practices Act), or anycommitment to make any such contribution or payment.

Financing.  On the Closing Date Cloroxwill have all funds necessary to satisfy its obligation to deliverthe Cash Amount under this Agreement.

NoRepurchases of Clorox Common Stock.  Clorox has not madeany Non-Henkel Purchases (as defined in the Share RepurchaseAgreement) since the first Calculation Period (as defined in theShare Repurchase Agreement).

Brokers.  No Person has acted directlyor indirectly as a broker, finder or financial advisor for Cloroxor the Clorox Entities in connection with the negotiations relatingto or the transactions contemplated by this Agreement, and noPerson is entitled to any fee or commission or like payment inrespect thereof based in any way on any agreement, arrangement orunderstanding made by or on behalf of Clorox, except for GoldmanSachs & Co. and Morgan Stanley & Co. Incorporated, the feesof each of which will be paid by Clorox.

REPRESENTATIONS AND WARRANTIES OF PARENTAND HCI

Each of HCI and Parent hereby represents andwarrants to Clorox, as of the date hereof and as of the ClosingDate (or, if made as of a specified date, as of such specifieddate), as follows:

Organization and Standing.  Each ofParent and HCI is (a) duly organized, validly existing and dulyqualified or licensed and in good standing under the Laws of thestate or jurisdiction of its organization with full corporate powerand authority to own, lease, use and operate its properties and toconduct its business, and (b) duly qualified or licensed to dobusiness and is in good standing in any other jurisdiction in whichthe nature of the business conducted by it or the property it owns,leases or operates requires it to so qualify, be licensed or be ingood standing, except where the failure to be so qualified,licensed or in good standing would not, individually or in theaggregate, have a Material Adverse Effect on Parent and itsSubsidiaries, taken as a whole.

CorporatePower and Authority.  Each of Parent and HCI has allrequisite corporate power and authority to enter into and deliverthis Agreement and to consummate the transactions contemplatedhereby.  Each of Parent and HCI and each of their respectiveAffiliates that will be a party to the Ancillary Agreements haveall requisite corporate power and authority to execute and deliverthe Ancillary Agreements and the other agreements, documents andinstruments to be executed and delivered by it in connection withthis Agreement or the Ancillary Agreements and to consummate thetransactions contemplated thereby. The execution, delivery andperformance of this Agreement by each of Parent and HCI and theconsummation by each of Parent and HCI of the transactionscontemplated or to be consummated by each of them hereby, and theexecution, delivery and performance of the Ancillary Agreements andthe other agreements, documents and instruments to be executed anddelivered in connection with this Agreement or the AncillaryAgreements by Parent, HCI and each of their respective Affiliatesthat is, or, as of the Closing, will be a party thereto and theconsummation of the transactions contemplated thereby, have been,or, with respect to the Ancillary Agreements and any such otheragreements, documents or instruments to be entered into after thedate hereof and the transactions contemplated thereby, will, as ofthe Closing, be duly authorized by all necessary action orproceeding on the part of each such Person.

This Agreement has beenduly executed and delivered by each of Parent and HCI andconstitutes the legal, valid and binding obligation of each ofParent and HCI, enforceable against such Person in accordance withits terms, except as may be limited by applicable bankruptcy,insolvency, reorganization, moratorium or other similar Laws now orhereafter in effect relating to or affecting creditors’rights generally, including the effect of statutory and other Lawsregarding fraudulent conveyances and preferential transfers andsubject to the limitations imposed by general equitable principles(regardless of whether such enforceability is considered in aproceeding at law or in equity). The Ancillary Agreements and theother agreements, documents and instruments to be executed anddelivered in connection with this Agreement or the AncillaryAgreements at the Closing will, as of the Closing, be duly executedand delivered by each of Parent, HCI and their respectiveAffiliates that are or are specified to be, a party thereto andwill, as of the Closing, constitute the legal, valid and bindingobligations of each of Parent, HCI and such Affiliates, enforceableagainst each such Person in accordance with their respective terms,except as may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or other similar Laws now or hereafterin effect relating to or affecting creditors’ rightsgenerally, including the effect of statutory and other Lawsregarding fraudulent conveyances and preferential transfers andsubject to the limitations imposed by general equitable principles(regardless of whether such enforceability is considered in aproceeding at law or in equity).

Conflicts;Consents and Approvals.  Neither the execution anddelivery by each of Parent, HCI or any of their respectiveAffiliates of this Agreement, the Ancillary Agreements and theother agreements, documents and instruments to be executed anddelivered by any of them in connection with this Agreement and theAncillary Agreements, nor the consummation of the transactionscontemplated hereby and thereby, does, or, with respect to theAncillary Agreements and any such other agreements to be executedafter the date hereof and the consummation of the transactionscontemplated thereby, will, as of the Closing:

(a)        conflict with, or result in a breach of any provision of, theorganizational documents of Parent, HCI or such Affiliate that is aparty to the Ancillary Agreements or any other agreements andinstruments to be executed and delivered in connectiontherewith;

(b)        violate, or conflict with, or result in a breach of any provisionof, or constitute a default (or an event that, with the giving ofnotice, the passage of time or otherwise, would constitute adefault) under, or entitle any Person (with the giving of notice,the passage of time or otherwise) to terminate, accelerate, modifyor call a default under, or give rise to any obligation to make apayment under, or to any increased, additional or guaranteed rightsof any Person under, or result in the creation of any Encumbranceupon any of the HCI‐Owned Clorox Shares or any of the otherproperties or assets of Parent or HCI under any of the terms,conditions or provisions of (i) any Contract to which Parent or HCIor any of their respective Affiliates is a party or to which any oftheir properties or assets are bound (except under the HCI CreditFacility) or (ii) any permit, registration, approval, license orother authorization or filing to which Parent or HCI or any oftheir respective Affiliates is subject or to which any of theirproperties or assets is subject, in each case, that would,individually or in the aggregate be reasonably likely to(A) have a Material Adverse Effect on Parent and itsSubsidiaries, taken as a whole, or (B) prevent or materially impedeor delay the consummation by HCI or Parent, as applicable, of thetransactions contemplated by this Agreement;

(c)        require any action, consent or approval of any non-governmentalthird party other than any such action, consent or approval thefailure to obtain which would not, individually or in theaggregate, be reasonably likely to (A) have a Material AdverseEffect on Parent and its Subsidiaries, taken as a whole, or (B)prevent or materially impede or delay the consummation by HCI orParent, as applicable, of the transactions contemplated by thisAgreement;

(d)        violate any material order, writ, or injunction, decree or Lawapplicable to Parent, HCI or any of their respective Affiliatesthat is a party to the Ancillary Agreements or any of theirrespective properties or assets; or

(e)        require any material action, consent or approval of, or review by,or registration or filing by HCI or any of its Affiliates with, anyGovernmental Authority, other than actions required by the HSR Actand other applicable merger control or similar Laws, and FIFRA andother applicable product registration Laws.

HCI‐Owned Clorox Shares.  As ofthe date hereof, HCI owns a total of 61,386,509 shares of CloroxCommon Stock.  As of the Closing, HCI will have good and validtitle to the HCI‐Owned Clorox Shares, free and clear of allEncumbrances.  Assuming that Clorox has the requisite powerand authority to be the lawful owner of the HCI‐Owned CloroxShares, upon delivery to Clorox of the certificates representingthe HCI‐Owned Clorox Shares and upon receipt by HCI of theSplitco Shares in exchange for the HCI‐Owned Clorox Shares atthe Closing in accordance with the terms of this Agreement, Cloroxwill acquire good and valid title to the HCI‐Owned CloroxShares, free and clear of any Encumbrances, other than Encumbrancescreated by Clorox or any of its Affiliates.

Board andStockholder Approval.  The Board of Directors of HCI has,and the Board of Management and the Shareholder Committee of Parenthave, by resolutions duly adopted by unanimous vote which has notbeen subsequently rescinded or modified, (a) determined thatthe transactions contemplated by this Agreement and the AncillaryAgreements are fair to and in the best interests of HCI, (b)approved this Agreement, and (c) authorized all necessary actionsof the officers of HCI to consummate the transactions contemplatedin this Agreement and in the Ancillary Agreements.  The solestockholder of HCI by action in writing in lieu of a meeting andnot subsequently rescinded or modified has approved the executionof this Agreement and the transactions contemplated by thisAgreement.  No vote of the holders of the outstanding ordinaryshares or preferred shares of Parent is necessary to approve thetransactions contemplated by this Agreement.

Litigation.  As of the date hereof,there is no material Action pending or threatened in writing, or,to Parent’s knowledge, otherwise threatened, against Parentor any of its Affiliates that seeks, or would be reasonably likely,to prohibit or materially restrain the ability of Parent or HCI toenter into this Agreement or prevent or materially impede or delaythe consummation by Parent or HCI of any of the transactionscontemplated hereby.

No MaterialAdverse Effect.  No event, occurrence or developmentexists that would be reasonably likely to prevent or materiallyimpede or delay the consummation by Parent or HCI of thetransactions contemplated hereby.

InvestmentRepresentation.  HCI is acquiring the Splitco Shares forinvestment and not with a view toward or for sale in connectionwith any distribution thereof, or with any present intention ofdistributing or selling such stock. HCI acknowledges that theSplitco Shares may not be sold, transferred, offered for sale,pledged, hypothecated or otherwise disposed of without registrationunder the Securities Act, except pursuant to an exemption from suchregistration available under the Securities Act.

Taxes.

(a)                       Tax Opinions.  The Tax Opinion Representations made byParent and HCI are true, complete and accurate.

(b)                       Tax Opinions – Actions.  None of Parent, HCI orany of their respective Subsidiaries or Affiliates has taken oragreed to take any action, has failed to take any action or knowsof any fact, agreement, plan or other circumstance, in each casethat would be reasonably likely to prevent Parent and HCI fromreceiving their respective Tax Opinion.  Parent and HCI havebeen advised by Deloitte Tax LLP that, other than as a result of amaterial change in applicable Laws or facts after the date of thisAgreement, Deloitte Tax LLP expects to be able to deliver to Parentand HCI its respective Tax Opinion.

Governmental Actions.  There are nojudgments, decrees, written agreements, memoranda of understandingor orders of any Governmental Authority outstanding against Parent,HCI or any of their respective Affiliates which would be reasonablylikely to prevent or materially impede or delay the consummation byParent or HCI of the transactions contemplated hereby.

Brokers.  No Person has acted directlyor indirectly as a broker, finder or financial advisor for Parent,HCI or any of their respective Affiliates in connection with thenegotiations relating to or the transactions contemplated by thisAgreement, and no Person is entitled to any fee or commission orlike payment in respect thereof based in any way on any agreement,arrangement or understanding made by or on behalf of Parent or HCI,except for Rothschild Inc. and Merrill Lynch & Co., the fees ofeach of which will be paid by Parent, HCI or theirAffiliates.

COVENANTS AND AGREEMENTS

Access andInformation.  Prior to the Closing, except to the extentprohibited by applicable Law, Clorox will permit (and will causeSplitco and each of the Clorox Entities to permit) representativesof HCI to have reasonable access during normal business hours andupon reasonable notice to all premises,  properties,personnel, books, records, Contracts, commitments, reports ofexamination and documents of or pertaining to the TransferredBusinesses, the Clorox Entities (to the extent relating to theTransferred Businesses), Splitco, the Business Assets and theBusiness Liabilities as may be necessary to permit HCI to, at itsor Parent’s sole expense, make, or cause to be made, suchinvestigations thereof as HCI reasonably deems necessary inconnection with the consummation of the transactions contemplatedby this Agreement (such reasonable access to include Phase Iinvestigations of the Real Property), and Clorox shall (and shallcause Splitco and the Clorox Entities to) reasonably cooperate withany such investigations; provided, however, that suchaccess does not unreasonably disrupt the normal operations of theTransferred Businesses.  Notwithstanding the foregoing, accessshall not include any right or permission to conduct Phase IIinvestigations or other invasive testing or sampling of soil,surface water or groundwater.

No investigation by HCI orits representatives or advisors after the date of this Agreement(including any information obtained by HCI pursuant to this Section6.1) shall diminish, obviate or cure any breach of anyrepresentation, warranty, covenant or agreement contained in thisAgreement or any Ancillary Agreement nor shall the conduct orcompletion of any such investigation be a condition to any ofHCI’s or Parent’s obligations under thisAgreement.

Conduct ofBusiness.  Clorox covenants and agrees that, from andafter the date hereof until the Closing, except as otherwiseexpressly contemplated by this Agreement or as HCI otherwise agreesin writing in advance, it shall, and shall cause its Affiliates to,conduct the Transferred Businesses only in the ordinary course ofbusiness.  Clorox shall, and shall cause its Affiliates to,use commercially reasonable efforts to preserve intact the materialoperations and facilities of the Transferred Businesses and thematerial relationships with their customers, suppliers, licensors,licensees, contractors and Transferred Employees.  Withoutlimiting the foregoing, during the period from the date hereof tothe Closing, except as otherwise expressly contemplated by thisAgreement or as set forth in Section 6.2 of Clorox’sDisclosure Schedule or as HCI otherwise agrees in writing inadvance, Clorox shall not, and shall cause its Affiliates not to,directly or indirectly, take, authorize or enter into any agreementor commitment to take any of the following actions:

(a)        issue (other than in connection with its organization as part ofthe Reorganization), sell, pledge, transfer, dispose of or encumberany shares of Splitco’s capital stock or securitiesconvertible into or exchangeable for any such shares, or anyrights, warrants, options, calls or commitments to acquire ordispose of any such shares or securities;

(b)        make or rescind any material election relating to Taxes in respectof the Transferred Businesses or any Business Asset;

(c)        make any material change in any method of accounting, keeping ofbooks of account or accounting practices or in any material methodof Tax accounting in respect of the Transferred Businesses or anyBusiness Asset or Assumed Liabilities unless required by applicableLaw or GAAP;

(d)        permit Splitco or Clorox Korea to acquire (by merger,consolidation, acquisition of stock or assets or otherwise) anycorporation, partnership or other business organization or divisionthereof or any equity interest therein, other than in connectionwith the Reorganization in accordance with Schedule 1 to thisAgreement;

(e)        except in the ordinary course of business, incur, create or assumeany Encumbrance on any Business Asset, other than a PermittedEncumbrance;

(f)         except in the ordinary course of business, sell, lease, license,transfer or dispose of any Business Asset;

(g)        except in the ordinary course of business, terminate or materiallyextend or materially modify any Business Contract listed on Section4.15 of Clorox’s Disclosure Schedule or enter into anyContract that would, if in effect on the date hereof, have beenrequired to be so listed;

(h)        except in the ordinary course of business, dispose of or permit tolapse any rights in, to or for the use of any material BusinessIntellectual Property, or disclose to any Person, other than aTransferred Employee, any Confidential Business Information ortrade secret primarily relating to the Transferred Businesses thatis not a matter of public knowledge, except pursuant to judicial oradministrative process or as required by applicable Law or aGovernmental Authority;

(i)         except in the ordinary course of business, modify or increase inany material respect the base salary, short or long term bonusopportunity or material benefits of any of the TransferredEmployees, except to the extent required pursuant to the terms ofthe Business Benefit Plans as in effect as of the datehereof;

(j)         enter into any new or modify in any material respect any existingemployment, change of control, retention, severance or similaragreements or any Business Benefit Plan with respect to any of theTransferred Employees in the event such action could reasonably beexpected to result in any increased Liability of Splitco or CloroxKorea or, from or after the Closing, HCI or any of itsAffiliates;

(k)        make any material loans, advances or capital contributions to, orinvestments in, any other Person on behalf of Splitco, Clorox Koreaor the Transferred Businesses;

(l)         settle any Claims, Actions, arbitrations, disputes or otherproceedings that would result (i) in a Liability of Splitco orClorox Korea in excess of $1,000,000 or (ii) in HCI or any ofits Affiliates after the Closing, including Splitco or CloroxKorea, being enjoined in any respect;

(m)       except in the ordinary course of business, accelerate in anymaterial respect the delivery or sale of Products, or offermaterial discounts on sales of Products or material premiums onpurchases of raw materials; and

(n)        cancel or compromise any material debt or claim or waive any rightsof material value to the Transferred Businesses without theTransferred Businesses receiving a realizable benefit of similar orgreater value, or voluntarily suffer any extraordinaryloss.

Efforts toConsummate; Further Assurances.

(a)        Subject to the terms and conditions of this Agreement, each partyhereto shall use commercially reasonable efforts to take, or tocause to be taken, all actions and to do, or to cause to be done,all things necessary as promptly as practicable to satisfy theconditions set forth in Article VIII and to consummate thetransactions contemplated hereby.  Each party shall cooperatein all reasonable respects with the other party hereto in assistingsuch party to comply with this Section 6.3.

(b)        Subject to the terms and conditions hereof, each of Parent, HCI andClorox shall, and shall cause their respective Affiliates to, makecommercially reasonable efforts to take, or cause to be taken, allactions, and to do, or cause to be done, all things reasonablynecessary, including as required by applicable Law, to consummateand make effective as promptly as practicable the transactionscontemplated by this Agreement, including applying for, obtaining,or causing to be obtained, authorizations, approvals, orders,licenses, permits, franchises or consents of all third parties orGovernmental Authorities required to be obtained by virtue of theexecution and delivery of this Agreement or the AncillaryAgreements, for the consummation of the transactions contemplatedby this Agreement (including the Reorganization) or the AncillaryAgreements or in order to avoid the invalidity of the transfer ofany Business Contract, the termination or acceleration thereof,giving rise to any obligation to make a material payment thereunderor to any increased, additional or guaranteed rights of a materialnature of any Person thereunder, or a breach or default thereunderor any other material change or modification to the terms thereof;provided that none of Parent, HCI, Clorox or theirrespective Affiliates shall be required to pay any amounts (orincur any obligation in favor of any third party) to obtain suchauthorizations, approvals, orders, licenses, permits, franchises orconsents (other than customary filing or application fees). In theevent that any Business Contract (including the Korean RealProperty Lease), Permit or other Business Asset is not transferableto Splitco or Clorox Korea or indirectly to HCI through thetransfer of the Splitco Shares, Clorox shall, and shall cause theappropriate Clorox Entity to, use its commercially reasonableefforts to maintain such Business Contract, Permit or otherBusiness Asset for the benefit of Splitco (including the benefit ofenforcement of any rights of Clorox or any of its Affiliatesagainst any third party thereto arising out of breach orcancellation by the third party thereto or otherwise), or otherwisemake arrangements reasonably requested by HCI designed to provideto Splitco or Clorox Korea such benefit; provided thatSplitco or Clorox Korea shall be responsible for performing theobligations of Clorox and the appropriate Clorox Entity under anysuch Contract or Permit or with respect to such other BusinessAsset, in each case, that Splitco or Clorox Korea would have beenresponsible for had they been transferable directly to Splitco orClorox Korea, and only to the extent that the correspondingbenefits thereunder are provided to Splitco or Clorox Korea;provided further that Parent or HCI shall reimburse Cloroxor the appropriate Clorox Entity for all reasonable costs andexpenses incurred by each of them in connection with theforegoing.

(c)        Subject to the terms and conditions hereof, each of Parent, HCI andClorox shall, and shall cause their respective Affiliates to, makecommercially reasonable efforts to take, or cause to be taken, allactions, and to do, or cause to be done, all things reasonablynecessary including as required by applicable Laws, to assure fullyto Splitco (and, following the Closing, HCI and its Subsidiaries)and its and their successors or permitted assigns, all of theBusiness Assets, Additional Assets, Business Contracts and BusinessLiabilities intended to be conveyed to, owned by, or assumed bySplitco and Clorox Korea under this Agreement and the AncillaryAgreements and to assure fully to Clorox, and its respectivesuccessors and permitted assigns, the maintenance by Clorox and itsSubsidiaries of the Excluded Assets and the assumption by Splitcoand Clorox Korea of the Business Liabilities intended to be assumedby Splitco and Clorox Korea under this Agreement and the AncillaryAgreements, and to otherwise make effective as promptly aspracticable the transactions contemplated hereby and thereby(including (i) transferring back to Clorox any Excluded Asset,Excluded Liability or item relating to or included in theRetained  Business, respectively, which Excluded Asset,Excluded Liability or item relating to or included in the RetainedBusiness was transferred to HCI indirectly through the acquisitionof the Splitco Shares at the Closing and (ii) transferring toSplitco or Clorox Korea any asset or liability contemplated by thisAgreement to be a Business Asset, Additional Asset, BusinessContract or Business Liability, respectively, which asset orliability was not transferred to Splitco or Clorox Korea at orprior to the Closing).

(d)        In furtherance and without limitation to the foregoing, Cloroxshall, and shall cause its Affiliates to assist HCI in effectingthe transfer of Permits, including Environmental Permits, that areBusiness Assets to Splitco or Clorox Korea or, if any such Permitsare not transferable, Clorox shall assist Splitco or Clorox Koreain obtaining new Permits so that it may operate the TransferredBusinesses as of the Closing Date in compliance with applicableLaws, including Environmental Laws; provided that Parent orHCI shall reimburse Clorox or any of its Affiliates for allreasonable costs and expenses incurred by each of them inconnection with the foregoing.  Alternatively, and where notprohibited by applicable Law or the terms of any EnvironmentalPermit, the parties may execute an agreement providing that aportion or all of the operations of the Transferred Businesses andthe Business PP&E will be conducted after Closing, subject tothe same material operating conditions, pursuant to existingEnvironmental Permits held by Clorox or any of itsAffiliates.

(e)        In furtherance and without limitation to the foregoing Cloroxshall, and shall cause its Affiliates to, cooperate with Splitco orClorox Korea in connection with any claim that the BusinessIntellectual Property infringes the rights of any other Person orwith any claim by Splitco that Intellectual Property of any otherPerson infringes any of the Business Intellectual Property;provided that Parent or HCI shall reimburse Clorox and anyof its Affiliates for all reasonable costs and expenses incurred byeach of them in connection with the foregoing.

CertainCovenants.

(a)        Each of HCI and Clorox shall (i) promptly make or cause to bemade all filings required of each of them or any of theirrespective Subsidiaries or Affiliates under the HSR Act or anyother applicable merger control or similar Law with respect to thetransactions contemplated hereby after the date of this Agreement,(ii) use commercially reasonable efforts to comply at theearliest practicable date with any request for additionalinformation, documents, or other materials received by each of themor any of their respective Affiliates from the FTC, the AntitrustDivision or any other Governmental Authority in respect of suchfilings or such transactions, and (iii) cooperate with eachother in connection with any such filing (including, to the extentpermitted by applicable Law and subject to all applicableprivileges (including the attorney client privilege), providingcopies of all such documents to the non-filing parties prior tofiling and considering all reasonable additions, deletions orchanges suggested in connection therewith) and in connection withresolving any investigation or other inquiry of any of the FTC, theAntitrust Division or other Governmental Authorities under anyAntitrust Laws with respect to any such filing or any suchtransaction.  Each party hereto shall use commerciallyreasonable efforts to furnish to each other all informationrequired for any application or other filing to be made pursuant toany applicable Law in connection with the transactions contemplatedby this Agreement.  Subject to applicable Law, each partyhereto shall promptly inform the other parties hereto of any oralcommunication with, and provide copies of written communicationswith, any Governmental Authority regarding any such filings or anysuch transaction.  Subject to applicable Law, no party heretoshall independently participate in any formal meeting with anyGovernmental Authority in respect of any such filings,investigation, or other inquiry without giving the other partieshereto prior notice of the meeting and, to the extent permitted bysuch Governmental Authority, the opportunity to attend and/orparticipate.  Subject to applicable Law and subject to allapplicable privileges (including the attorney client privilege),the parties hereto will consult and cooperate with one another inconnection with any analyses, appearances, presentations,memoranda, briefs, arguments, opinions and proposals made orsubmitted by or on behalf of any party hereto relating toproceedings under the HSR Act or any other applicable mergercontrol or similar Law.  Any party may, as it deems advisableand necessary, reasonably designate any competitively sensitivematerial provided to the other parties under this Section 6.4 as“outside counsel only.”  Such materials and theinformation contained therein shall be given only to the outsidelegal counsel of the recipient and will not be disclosed by suchoutside counsel to employees, officers, or directors of therecipient, unless express written permission is obtained in advancefrom the source of the materials.

(b)        Each of the parties hereto shall use commercially reasonableefforts to resolve such objections, if any, as may be asserted byany Governmental Authority with respect to the transactionscontemplated by this Agreement under the HSR Act, the Sherman Act,as amended, the Clayton Act, as amended, the Federal TradeCommission Act, as amended, and any other supranational, national,federal or state statutes, rules, regulations, orders, decrees,administrative or judicial doctrines or other Laws that aredesigned to prohibit, restrict or regulate actions having thepurpose or effect of monopolization or restraint of trade orotherwise relating to merger control (collectively, the“Antitrust Laws”). Each of HCI and Clorox shalluse commercially reasonable efforts to take such action as may berequired to cause the expiration of the notice periods under theHSR Act with respect to such transactions as promptly as possibleafter the execution of this Agreement.

Notification by the Parties.  Each partyhereto shall as promptly as practicable inform the other partieshereto in writing if, prior to the consummation of the Closing, itbecomes aware of any event or circumstance that such party believeswould be reasonably likely to cause or result in the failure of anyof the conditions set forth in Section 8.2(a), 8.2(b), 8.3(a)or 8.3(b) of this Agreement.  Any such notification shall notbe deemed to have cured any breach of any representation, warranty,covenant or agreement made in this Agreement for any purposes ofthis Agreement.

InsurancePolicies.  Clorox shall, and shall cause the CloroxEntities and Splitco to, use their commercially reasonable effortsto maintain all Insurance Policies (or comparable policiesproviding substantially similar coverage with respect to Splitco,the Transferred Businesses, the Business Assets and the BusinessLiabilities) in full force and effect at all times up to andincluding the Closing Date and shall pay all premiums, deductiblesand retro-adjustment billings, if any, with respect theretocovering all periods, and ensuring coverage of the TransferredBusinesses, up to and including the Closing Date.

Confidentiality; Access to Records afterClosing.

(a)        HCI acknowledges that the information being provided to it inconnection with the Exchange and the consummation of the othertransactions contemplated hereby, or by any of the AncillaryAgreements, is subject to the terms of the ConfidentialityAgreement, the terms of which are incorporated herein byreference.  Effective upon, and only upon, the Closing, theConfidentiality Agreement shall terminate with respect toinformation relating to the Transferred Businesses, the BusinessAssets and the Business Liabilities; provided,however, that HCI  acknowledges that any and all otherinformation provided to it by Clorox or its representativesconcerning Clorox or any of its Affiliates (other than informationrelating to the Transferred Businesses, the Business Assets and theBusiness Liabilities) shall remain subject to the terms andconditions of the Confidentiality Agreement after theClosing.

(b)        Clorox recognizes that, after the Closing, it may have documents,books, records, work papers and information, in whatever form(collectively, “Records”) which relate to theTransferred Businesses with respect to the period or mattersarising prior to the Closing, including Records pertaining to theBusiness Assets and the Business Liabilities (the“Business Records”) or other Records relating tothe Transferred Businesses.  For a period of five years afterthe Closing (or, in the case of Business Records and ConfidentialBusiness Information constituting certain product specificinformation, consisting of proprietary product formulations,product manufacturing processes, the identity of suppliers and theterms of supply agreements, for a period of ten years after theClosing), Clorox will use, and will cause its respective Affiliatesto use, reasonable best efforts to preserve the confidentiality ofany information contained in the Business Records and ConfidentialBusiness Information relating to the Transferred Businesses, theBusiness Assets or the Business Liabilities and to keep suchinformation confidential, subject to any provisions ofconfidentiality in the Ancillary Agreements and except (i) tothe extent that such Confidential Business Information has been orhas become (x) generally available to the public other than asa result of the disclosure by Clorox or any of its Affiliates orany of their respective officers, directors, employees,representatives, consultants, advisors or agents, or (y) knownto the Person receiving such Confidential Business Information on anon-confidential basis other than as a result of disclosure byClorox or any of its Affiliates or any of their respectiveofficers, directors, employees, representatives, consultants,advisors or agents, before the date of disclosure of suchConfidential Information to such Person or (ii) pursuant tothe order, request or demand of any Governmental Authority or inany pending legal or administrative proceeding, or otherwise asrequired by applicable Law or compulsory legal process. Clorox further recognizes that HCI  or its Affiliates may needaccess to such Business Records and other Records after theClosing. Upon HCI’s or Splitco’s reasonable requestClorox shall provide HCI  or Splitco and their respectiveemployees, representatives and agents access to, and the right tophotocopy (at Parent’s, HCI’s or Splitco’sexpense), during normal business hours on reasonable advancenotice, such reasonably requested Records. Clorox shall usecommercially reasonable efforts to maintain all such Records forthe same length of time that Clorox maintains its own Records, or,at Clorox’s discretion (at Clorox’s expense) or (at anytime) at Parent’s, HCI’s or Splitco’s reasonablerequest (at HCI’s or Splitco’s expense), transfer anysuch Records to HCI or Splitco.

(c)           Notwithstanding any provision herein to the contrary, from andafter the Closing, Records pertaining to Taxes shall be governedsolely by the Tax Matters Agreement.

Release ofGuarantees; Intercompany Accounts.

(a)        Clorox shall use commercially reasonable efforts to obtain at orbefore the Closing the release of all guarantees granted by Splitcoin respect of any Indebtedness or other obligations of Clorox orany of its Affiliates (other than Splitco and Clorox Korea), otherthan Business Liabilities.

(b)        Prior to the Closing, all intercompany receivables or payables andloans then existing between Clorox and its Affiliates (other thanSplitco), on the one hand, and Splitco or the TransferredBusinesses, on the other hand, shall be settled by way of capitalcontribution, dividend or otherwise and all IntercompanyArrangements shall be terminated and shall not constitute BusinessAssets or Assumed Liabilities, as the case may be, except for anysuch arrangements contemplated by the AncillaryAgreements.

Cooperationwith Respect to Financial Reporting.  After the date ofthis Agreement, until the third anniversary of the date hereof,Clorox shall, and shall cause the Clorox Entities and Splitco to,reasonably cooperate with Parent and HCI (at Parent’s andHCI’s expense) in connection with each of Parent andHCI’s preparation of historical financial statements of theTransferred Businesses as required for Parent and HCI following theClosing.  After the Closing, until the third anniversary ofthe date hereof, each of Parent and HCI shall, and shall causeSplitco to, reasonably cooperate with Clorox (at Clorox’sexpense) in connection with Clorox’s preparation of pro formaand historical financial statements of the Transferred Businessesas may be required for Clorox’s filings under the ExchangeAct following the Closing or in connection with any financingtransaction of Clorox or any of its Affiliates.

Non-Solicitation of Employees.  For aperiod of three years from and after the Closing Date, Clorox andHCI shall not, and shall cause each of their respectiveSubsidiaries not to, directly or indirectly, solicit the employmentof any employee of the other or of its Subsidiaries following theClosing, without the other’s prior written consent;provided, however, that the foregoing provisionsshall not apply to (i) a general advertisement or solicitationprogram that is not specifically targeted at such persons or (ii)the solicitation of any employee after such time as suchemployee’s employment with the other has terminated.

NoSolicitation.  From the date hereof until the Closing orthe earlier termination of this Agreement, other than in theordinary course of business, Clorox shall not, nor shall itauthorize or permit any of the Clorox Entities or Splitco to,solicit the submission of any offers or proposals for Splitco or(except in the ordinary course of business) any Business Assetsfrom any third party or directly or knowingly indirectly pursue anyoffer or proposal so received or sell, or cause or permit any ofits Subsidiaries to sell, Splitco or (except in the ordinary courseof business) any Business Assets.  From the date hereof untilthe Closing or the earlier termination of this Agreement, Parentshall not, nor shall it authorize or permit any of its Subsidiariesto, solicit the submission of offers or proposals for the sale ofthe HCI‐Owned Clorox Shares, from any third party or directlyor knowingly indirectly pursue any offer or proposal so received orsell, or cause any of its Subsidiaries to sell, any of theHCI‐Owned Clorox Shares.

Use OfNames.  (a) (i)  As soon as reasonably practicablebut in no event later than 180 days after the Closing, HCI shallcause each of Splitco and Clorox Korea to change its corporate nameto a name that does not include the word “Clorox” and(ii) HCI shall have no right to use the name of Clorox or of any ofits Subsidiaries, except that, for a period ending 180 daysafter the Closing, HCI shall have the right to use any inventory,stationery, catalogues, sales and promotional materials, productpackaging and printed forms that are Related to the TransferredBusinesses, use such name and are owned as of, or have been orderedprior to, the Closing for use in the Transferred Businesses;provided, however, that (A) promptly after theClosing Date, HCI shall make all filings with the appropriateGovernmental Authorities to effectuate such name changes, and (B)HCI shall use its commercially reasonable efforts to minimize theusage of the word referred to in clause (i) hereof, and todiscontinue it as soon as practicable after the Closing.

(b) (i) As soon asreasonably practicable but in no event later than 180 days afterthe Closing, upon at least 15 days’ written notice toHCI, Clorox shall, or shall cause its Affiliates to, terminate anyregistrations with respect to trademarks that are not TransferredIntellectual Property and that contain any of the words“Combat” or “Soft Scrub” (the“Transferred Names”), which trademarks are setforth in Section 6.12 of Clorox’s Disclosure Schedule;provided that, with respect to any jurisdiction where theonly trademark registrations that exist that include a TransferredName are registrations that also include the word Clorox, Cloroxshall upon written request of HCI, reasonably cooperate with HCI inthe filing and prosecution of one or more new applications fortrademark registrations that include such Transferred Name in suchjurisdiction prior to effecting any termination pursuant to thisclause (i) of Section 6.12(b); provided,further, that such new applications will not include theClorox name and logo and other trademarks owned by Clorox and itsAffiliates not transferred to HCI pursuant to this Agreement; and(ii) Clorox shall not, at any time after the Closing, use any ofthe Transferred Names or any names or marks that are confusinglysimilar to the Transferred Names.

(c) Notwithstanding theforegoing, HCI and its Affiliates shall have the right to use theuniversal product codes of Clorox with respect to the products ofthe Transferred Businesses for the corresponding periods set forthabove in this Section 6.12. 

TaxTreatment — Cooperation.  (a) Each party heretoshall use its respective best efforts to enable each of Clorox,Parent and HCI to receive each of the Tax Opinions, and, on orbefore the Closing Date, will not knowingly take any action, causeany action to be taken, fail to take any reasonable action or causeany reasonable action to fail to be taken, which action or failureto act would reasonably be expected to (a) prevent Clorox, Parentor HCI from receiving such Tax Opinion; (b) cause the Exchange tofail to qualify as a tax-free exchange under Section 355(a) of theCode or (c) cause the Exchange to be taxable to Clorox underSection 355(e) of the Code. On or before the Closing Date, Clorox,Parent and HCI shall deliver their respective Tax OpinionRepresentations to Baker & McKenzie LLP and Deloitte Tax LLPunless they are unable to do so as a result of a material change inapplicable Law or facts after the date of this Agreement. After the Closing Date, each party’s obligations with respectto any Tax matters, including those obligations related to thequalification of the Exchange as a tax-free exchange under Sections355(a) and 355(e) of the Code, shall be governed exclusively by theTax Matters Agreement.

(b)        Clorox shall provide to Splitco and HCI as soon as practicable, butnot later than January 6, 2005, a schedule detailing (i) anycarryover item which may be partially or totally attributed andcarried over by Splitco, including with respect to the tangible andintangible properties of Splitco, (x) their adjusted bases, (y) themethods of depreciation or amortization used by the CloroxEntities, and (z) the remaining recovery periods, in each case, asof the date hereof, for federal, state and foreign Income Taxpurposes; and (2) the amount of earnings and profits and associatedTax attributes (based on Clorox’s determination), if any,which are allocated to Splitco.

NoPurchases of Clorox Common Stock.  Clorox will not makeany Non-Henkel Purchases (as defined in the Share RepurchaseAgreement) at any time prior to the Closing.  Parent and HCIshall not, directly or indirectly through their respectiveSubsidiaries, purchase any additional shares of Clorox Common Stockat any time prior to the Closing. 

Non-competition.

(a)        Clorox agrees that it will not (and will cause each of itsSubsidiaries not to), without the prior written consent of HCI orSplitco, directly or indirectly, prior to the second anniversary ofthe Closing Date, solicit any Person who is, as of the ClosingDate, a customer of Splitco or Clorox Korea or the TransferredBusinesses for the purposes of providing any products of (i) atype substantially similar to any product of the InsecticidesBusiness or (ii) a Competing Soft ScrubBusiness.

(b)        Clorox agrees that it will not (and will cause each of itsSubsidiaries not to), without the prior written consent of HCI orSplitco, directly or indirectly, prior to thesecond****anniversary of the Closing Date, engage in or carry on(i) any business substantially similar to the InsecticidesBusiness or (ii) a Competing Soft Scrub Business.

(c)        Parent and HCI each agrees that it will not (and will cause each ofits Subsidiaries not to), without the prior written consent ofClorox, directly or indirectly, prior to the date that is 18 monthsafter the Closing Date, use the Soft Scrub brands in the UnitedStates in connection with the sale, marketing or promotion of anyhome cleaning product, other than any such product within theCompeting Splitco Business.

(d)           Notwithstanding the foregoing, nothing in this Section 6.15 shallprevent Clorox or any of its Subsidiaries from (i) continuing toconduct and operate in South America the aerosol insecticidebusiness of Clorox and its Subsidiaries currently conducted andoperated in South America (not including the Insecticides Business)or (ii) obtaining less than 10% of the outstanding equity orparticipation interests in any Person or (iii) engaging in anyconsolidation, amalgamation, merger or other business combinationwith, or making any acquisition of or investment in, or otherwiseobtaining any direct or indirect  interest in, any Person thatis engaged in (A) any business, trade or venture competingwith the Insecticides Business or (B) a Competing Soft ScrubBusiness, in each case if such business, trade or venture consistsof less than 20% of the annual sales of such Person, determined byreference to the most recent fiscal year of such Person as of thedate Clorox or any of its Subsidiaries engages in such transactionor obtains such direct or indirect interest in suchPerson.

(e)        The obligations of Clorox, Parent and HCI under this Section 6.15shall be in addition to any obligations any of them may have underany other Contract.  The parties to this Agreement agree thatthe remedy at law for any breach of the foregoing will beinadequate and that each of the parties, in addition to any otherrelief available to it, shall be entitled to temporary andpermanent injunctive relief without the necessity of proving actualdamages.

(f)         Each party agrees that this Section 6.15 shall be deemed to be aseries of separate covenants, one for each state, territory andjurisdiction of the United States and each foreign jurisdiction inwhich the Insecticides Business or the Competing Soft ScrubBusiness is conducted as of Closing (in the case of Clorox) and onefor each state, territory and jurisdiction of the United States andeach foreign jurisdiction in which the Competing Splitco Businessis conducted as of Closing (in the case of Parent and H). With respect to any judicial proceeding, each party further agreesthat (i) if a court or arbitrator shall refuse to enforce any ofthese separate covenants, such unenforceable covenants shall bedeemed eliminated from the provisions hereof for the purposes ofsuch proceeding to the extent necessary for the remaining separatecovenants to be enforced in such proceeding and (ii) if a court orarbitrator shall refuse to enforce one or more of the separatecovenants because the total time thereof is deemed to be excessiveor unreasonable, then such covenants which would otherwise beunenforceable due to such excessive or unreasonable period of timeshall be enforced for such lesser period of time as shall be deemedreasonable and not excessive by such court orarbitrator.

(g)        For purposes of this Section 6.15:

           (i)           “Competing Soft Scrub Business” means thebusiness of manufacturing, marketing, distributing and/or selling(a) calcium-carbonate-based, mild abrasive liquid householdcleansers and (b) non-abrasive gel household cleaners with aformula substantially the same as the Soft Scrub gel product withcurrent UPC 44600-01650 or 44600-01661 and the Clorox Cleanupproduct with current UPC 44600-01180; and

           (ii)           “Competing SplitcoBusiness” means thebusiness of manufacturing, marketing, distributing and/or selling(a) abrasive liquid household cleansers and(b) nonabrasive gel household cleaners.

Payments ofReceivables after Closing.  In the event that followingthe Closing, (i) Clorox or any of its Affiliates receives anypayments in respect of any receivables of the TransferredBusinesses arising after the Closing, Clorox shall, or shall causethe applicable Affiliate to, deliver such payment to Splitco orClorox Korea, as applicable, promptly after such receipt or (ii)HCI or any of its Affiliates receives any payments in respect ofany receivables of the Transferred Businesses arising on or priorto the Closing, HCI shall, or shall cause the applicable Affiliateto, deliver such payment to Clorox promptly after suchreceipt. 

Indemnification; D&O Insurance. (a)  Clorox agrees that all rights to indemnification forliabilities, and all limitations with respect to liability,existing in favor of the Henkel Directors under the provisionsin Articles Eight and Nine of Clorox’s RestatedCertificate of Incorporation or otherwise under Clorox’sBylaws or any indemnification agreement in effect as of the datehereof shall survive the Exchange and shall continue in full forceand effect, without any amendment thereto, for a period of sixyears from the Closing Date to the fullest extent permitted by law;provided, however, that in the event any claim isasserted or made within such six-year period, all such rights,liabilities and limitations in respect of any such claim shallcontinue until disposition thereof.

(b)        For a period of six years from the Closing Date, Clorox shallmaintain in effect Clorox’s current directors’ andofficers’ liability insurance covering each Henkel Directorfor acts or omissions occurring prior to the Closing Date on termswith respect to such coverage and amounts no less favorable thanthose of such policy in effect on the date of this Agreement;provided that Clorox may substitute therefor policies of areputable insurance company the material terms of which, includingcoverage and amount, are not less favorable to the Henkel Directorsthan the insurance coverage otherwise required under this Section6.17(b); provided, however, that in no event shallClorox be required to pay annualized aggregate premiums forinsurance under this Section 6.17(b) in excess of 200% of theamount of the aggregate premiums paid by Clorox for the period fromJuly 1, 2003 to, and including, June 30, 2004, for such purpose;provided that Clorox shall nevertheless be obligated toprovide such coverage as may be obtained for such 200%amount.

(c)        If Clorox or any of its successors or assigns (i) consolidates withor merges into any other Person and shall not be the continuing orsurviving corporation or entity in such consolidation or merger or(ii) transfers all or substantially all of its properties andassets to any Person, then and in either such case, properprovision shall be made so that the successors and assigns ofClorox shall assume the obligations of Clorox set forth in thisSection 6.17.

(d)        The rights of each Henkel Director hereunder shall be in additionto any other rights such Henkel Director may have under applicableLaw, agreement or otherwise.  The provisions of this Section6.17 shall survive the Closing and expressly are intended tobenefit each of the Henkel Directors, their heirs andrepresentatives.

EmploymentMatters.  (a) Prior to or at the Closing, Cloroxshall have delivered to HCI a schedule setting forth the name ofeach Transferred Employee, along with such employee’s jobtitle and reporting position, current salary and incentive bonusopportunities, and years of service, and designating suchemployee’s status as exempt or non-exempt under the FairLabor Standards Act, whether such employee’s years of serviceare continuous or broken, and whether such employee is full-time orpart-time.

(b)        HCI or its Affiliates shall provide salaries, wages, annual bonusopportunities and pension, welfare and other employee benefits tothe Transferred Employees for a period of two years after theClosing that are in the aggregate substantially comparable to thoseprovided to such employees by Clorox and its Affiliates immediatelyprior to the Closing.  For purposes of all plans, programs orarrangements maintained, sponsored or contributed to by HCI or itsAffiliates in which the Transferred Employees shall be eligible toparticipate, HCI shall cause each such plan, program or arrangementto treat the prior service of each Transferred Employee with Cloroxor any of its Subsidiaries as service rendered to HCI for purposesof eligibility, vesting, levels of benefits and benefit accruals,except to the extent such treatment would result in the duplicationof benefits with respect to the same period of service.  Fromand after the Closing, HCI and its Affiliates shall (i) causeany pre-existing conditions, limitations and eligibility waitingperiods under any group health plans of HCI or its Affiliates to bewaived with respect to the Transferred Employees and their eligibledependents to the extent such condition would have been covered, orlimitation or waiting period would not have applied, with respectto such Transferred Employee (or dependent) under the terms of theBusiness Benefit Plan in which such Transferred Employee was aparticipant immediately prior to the Closing and (ii) giveeach Transferred Employee credit for the plan year in which theClosing (or the transition from Clorox’s plans to HCI’splans) occurs towards applicable deductibles and annualout-of-pocket limits for expenses incurred prior to the Closing (orsuch later transition date).

Options toPurchase Clorox Stock Held By Transferred Employees. Clorox or its relevant Affiliate shall take all steps necessary orappropriate to cause all unexercised options to purchase shares ofClorox’s stock held by any Transferred Employee that areoutstanding as of the Closing Date (the “CloroxOptions”) not to terminate due to or on account of(directly or indirectly) the Closing, and shall cause the CloroxOptions to become fully vested in such Transferred Employeeeffective as of the Closing.  Clorox shall cause the CloroxOptions to remain outstanding and exercisable pursuant to the termsof such Clorox Options until the normal expiration date of theClorox Options as set forth on the grant or award agreement orcertificate with respect to such Clorox Options (i.e., with deemedcontinuous employment with Clorox or its Affiliates until theexpiration date of the Clorox Options), unless such treatment isotherwise not permitted by applicable Law.

Continuing Obligations.  Fromthe Closing, Clorox shall, or shall cause its Affiliates to, takesuch actions as may be required to satisfy the continuing covenantsand obligations, as remaining in effect as of the Closing Date,under the Asset Purchase Agreement dated as of January 31,2002, as amended, among The Kingsford Company, Aventis CropScienceSA (today Bayer CropScience SA) and Aventis Environmental ScienceSA (today Bayer Environmental Science SA), to the extent that theBusiness Assets and the Ancillary Agreements do not put HCI or itsAffiliates in a position to perform such covenants andobligations.

Purchase of Inventory.  Priorto the Closing, Clorox shall, or shall cause its Affiliates to,upon reasonable notice, sell finished goods inventories of anyproduct of the Transferred Businesses for delivery to thedistribution centers of HCI or its Affiliates at Clorox’stotal delivered cost.

TAX MATTERS

Other than (w) mattersdescribed in Section 3.6; (x) the representations inSections 4.8 and 5.9 (which are solely for purposes ofSections 8.2 and 8.3); (y) the covenants inSections 6.2(b), 6.2(c) and 6.13; and (z) the provisions ofSections 10.4 and 11.17, all matters relating to Taxes shallbe governed by the Tax Matters Agreement.

CONDITIONS TO CLOSING

MutualConditions.  The respective obligations of each partyhereto to consummate the transactions contemplated by thisAgreement shall be subject to the fulfillment or, if legallypermitted, waiver by all parties hereto at or prior to the Closingof the following conditions:

(a)        No Governmental Authority of competent jurisdiction shall haveenacted, issued, promulgated, enforced or entered any statute,rule, regulation, judgment, decree, injunction or other order orlegal restraint of any nature that prevents the consummation of thetransactions contemplated by this Agreement.

(b)        (i) Clorox shall have received its respective Tax Opinion and (ii)Parent and HCI shall have received their respective Tax Opinion, ineach case in form and substance substantially as set forth asExhibits F-1 and F-2 to this Agreement, dated as of the ClosingDate.

(c)        The applicable waiting periods required under the HSR Act and anyother applicable Antitrust Law shall have expired or beenterminated, and any Governmental Authority that has power under orauthority to enforce any pre-merger approval, clearance or reviewunder any applicable Antitrust Law, shall have, if applicable,approved, cleared or decided neither to initiate proceedings orotherwise intervene in respect of the transactions contemplatedhereby nor to refer the transactions to any other competentGovernmental Authority.

(d)        Each of the Ancillary Agreements shall have been executed andentered into by each of the parties thereto.

(e)        Clorox, HCI and Parent shall have executed one or more instrumentsin form reasonably acceptable to the parties thereto terminatingthe Existing Agreements, effective upon the Closing.

Conditionsto Parent’s and HCI’s Obligations.  Theobligations of Parent and HCI to consummate the transactionscontemplated by this Agreement shall be subject to the fulfillmentor waiver by Parent and HCI prior to or at the Closing of each ofthe following conditions:

(a)        The representations and warranties of Clorox set forth in ArticleIV of this Agreement shall be true and correct as of the datehereof and as of the Closing (except that representations andwarranties made as of a specified date, shall be true and correctonly as of such specified date), and HCI shall have received acertificate, dated the Closing Date, signed on behalf of Clorox byan appropriate officer of Clorox to such effect; provided,however, that for purposes of this paragraph, suchrepresentations and warranties shall be deemed to be true andcorrect unless the failure or failures of such representations andwarranties to be so true and correct, either individually or in theaggregate, and without giving effect to any qualification as tomateriality or Material Adverse Effect set forth in suchrepresentations or warranties, has had or is reasonably likely tohave a Material Adverse Effect on the Transferred Businesses, takenas a whole, or Splitco and Clorox Korea, taken as a whole, or hasprevented or materially impeded or is reasonably likely to preventor materially impede the consummation by Clorox of the transactionscontemplated by this Agreement.  For the avoidance of doubt,the preceding proviso shall have no effect upon Clorox’sobligations under Article X.

(b)        Clorox shall have performed in all material respects eachobligation and agreement to be performed by it, and shall havecomplied in all material respects with each covenant, in each case,required by this Agreement to be performed or complied with by itat or prior to the Closing, and HCI shall have received acertificate, dated the Closing Date, signed on behalf of Clorox byan appropriate officer of Clorox to such effect.

(c)        Prior to or at the Closing, Clorox shall have delivered to HCI theitems to be delivered pursuant to Section 2.3.

(d)        Prior to or at the Closing, the Reorganization shall have beencompleted, including the contribution of the AdditionalAssets.

Conditionsto Clorox’s Obligations.  The obligations of Cloroxto consummate the transactions contemplated by this Agreement shallbe subject to the fulfillment or waiver by Clorox at or prior tothe Closing of each of the following conditions:

(a)        The representations and warranties of each of Parent and HCI setforth in Article V of this Agreement shall be true and correct asof the date hereof and as of the Closing (except thatrepresentations and warranties made as of a specified date shall betrue and correct only as of such specified date), and Clorox shallhave received certificates, dated the Closing Date, signed onbehalf of each of Parent and HCI by an appropriate officer ofParent and HCI, as applicable, to such effect; provided,however, that for purposes of this paragraph, suchrepresentations and warranties shall be deemed to be true andcorrect unless the failure or failures of such representations andwarranties to be so true and correct, either individually or in theaggregate, and without giving effect to any qualification as tomateriality or Material Adverse Effect set forth in suchrepresentations or warranties, has prevented or materially impededor is reasonably likely to prevent or materially impede theconsummation by Parent or HCI of the transactions contemplatedhereby. For the avoidance of doubt, the preceding proviso shallhave no effect upon Parent’s or HCI’s obligations underArticle X.

(b)        Each of Parent and HCI shall have performed in all materialrespects each obligation and agreement to be performed by it, andshall have complied in all material respects with each covenant, ineach case, required by this Agreement to be performed or compliedwith by it at or prior to the Closing, and Clorox shall havereceived certificates, dated the Closing Date, signed on behalf ofeach of Parent and HCI by an appropriate officer of Parent and HCI,as applicable, to such effect.

(c)        Prior to or at the Closing, Parent and HCI shall have delivered toClorox the items to be delivered pursuant to Section2.4.

Frustrationof Closing Conditions.  None of Clorox, Parent or HCI mayrely on the failure of any condition set forth in this Article VIIIto be satisfied if such failure was caused by such party’sfailure to act in good faith or to use its commercially reasonableefforts to cause the Closing to occur, as required by Section6.3(a).

TERMINATION

Termination.  This Agreement may beterminated at any time prior to the consummation of the Closingunder the following circumstances:

(a)        by mutual written consent of Clorox and Parent;

(b)        by either Parent or Clorox upon written notice to the other if theClosing shall not have been consummated on or before March 31,2005; provided that the right to terminate this Agreementunder this Section 9.1(b) shall not be available to a party if suchparty’s or such party’s Affiliate’s willful actor willful failure to act has been the cause of or resulted in thefailure of the Closing to be consummated on or before suchdate;

(c)        by Parent upon written notice to Clorox, if any of the conditionsto the Closing set forth in Section 8.2 shall have become incapableof fulfillment by March 31, 2005 and shall not have been waived inwriting by Parent and HCI;

(d)        by either Clorox or Parent upon written notice to the other thatthe conditions set forth in Section 8.1(b) have become incapable offulfillment by March 31, 2005 due to changes in the law,regulations or interpretations of the Internal RevenueService;

(e)        by Clorox upon written notice to Parent, if any of the conditionsto the Closing set forth in Section 8.3 shall have become incapableof fulfillment by March 31, 2005 and shall not have been waived inwriting by Clorox; or

(f)         by either Parent or Clorox upon written notice to the other, ifthere shall be in effect a final, non-appealable order of a courtor government administrative agency of competent jurisdictionpermanently prohibiting the consummation of the transactionscontemplated hereby.

Effect ofTermination.  In the event of the termination of thisAgreement pursuant to Section 9.1, this Agreement, except for theprovisions of (a) Section 6.7 relating to the obligation of theparties to keep confidential certain information obtained by it,(b) Article XI, and (c) this Section 9.2, shall becomevoid and have no effect, without any liability on the part of anyparty hereto or its directors, officers or stockholders. Notwithstanding the foregoing, nothing in this Section 9.2 shallrelieve any party hereto of liability for a willful breach of anyof its obligations under this Agreement. 

SURVIVAL OF REPRESENTATIONS ANDWARRANTIES; INDEMNIFICATION

Survival ofRepresentations and Warranties.  All of therepresentations and warranties provided for in this Agreement or inany agreement or certificate delivered pursuant to the provisionshereof or in connection with the transactions contemplated herebyshall survive the Closing until the date that is 18 months afterthe Closing Date; provided that the representations andwarranties set forth in the last sentence of Section 4.3(a), inSection 4.11 and in Section 5.4 (collectively, the“Title Reps”) shall survive indefinitely, therepresentations and warranties set forth in Sections 4.8 and 5.9shall not survive the Closing and the representations andwarranties set forth in Section 4.12 shall survive until the fourthanniversary of the Closing; provided further that anyrepresentations and warranties shall survive with respect to, andto the extent of, any claim for indemnification made in accordancewith this Article X prior to the applicable terminationdate.

Indemnification by Clorox.

(a)        Subject to the limitations set forth in this Article X, subsequentto the Closing, Clorox shall indemnify, defend and hold harmlessParent and its respective Subsidiaries (including HCI and,following the Closing, Splitco) and Affiliates, and theirrespective officers, directors, employees, agents andrepresentatives, and each of their heirs, executors, successors andassigns (collectively, the “Representatives”),against and in respect of any and all Damages to the extent arisingout of or resulting from:

(i)                       any breach of a representation or warranty made by Clorox in thisAgreement or any Schedule hereto (other than the representationsand warranties set forth in Section 4.8 of thisAgreement);

(ii)                       any breach of any agreement or covenant of Clorox contained in thisAgreement; or

(iii)                       the Excluded Liabilities and the Excluded Assets (other than anyExcluded Assets and Excluded Liabilities relating to Taxes) and anylegal, administrative or arbitration proceeding, suit or Action ofany nature with respect thereto.

(b)           Notwithstanding the foregoing and subject to the followingsentence, in the case of Damages incurred as a result of a breachset forth in clause (i) of Section 10.2(a) above, (i) Clorox shallnot be liable for indemnification hereunder unless and until theaggregate amount of such Damages exceeds $12 million (the“Clorox Basket”), in which event Parent and suchother indemnified persons shall be entitled to indemnification forall Damages in excess of the Clorox Basket; (ii) no claim forDamages shall be counted toward the Clorox Basket unless such claimindividually exceeds $75,000 (the “Clorox DeMinimis”); and (iii) Clorox’s aggregate liabilityunder clause (i) of Section 10.2(a) above shall in no event exceed$250 million (the “Clorox Cap”).  None ofthe Clorox Basket, the Clorox De Minimis or the Clorox Cap shallapply to Damages incurred as a result of a breach of any of theTitle Reps. It is understood that to the extent a matterconstitutes both a breach of a representation or warranty and anExcluded Liability, the matter shall be treated as an ExcludedLiability and the Clorox Basket, the Clorox De Minimis and CloroxCap shall not apply thereto.

(c)        In order to prevent duplication of recovery under this Agreementwith respect to any particular Damage, no party will be entitled toindemnification for any particular Damages (or application ofparticular Damages against the applicable basket) under anyprovision of this Agreement to the extent such party has alreadybeen indemnified for such Damages (or such Damages have alreadybeen applied against the applicable basket) under another provisionof this Agreement.

Indemnification by Parent.

(a)        Subject to the limitations set forth in this Article X, subsequentto the Closing, Parent shall indemnify, defend and hold harmlessClorox and its Representatives, against and in respect of any andall Damages to the extent arising out of or resultingfrom:

(i)                       any breach of a representation or warranty made by Parent or HCI inthis Agreement or any Schedule hereto (other than representationsand warranties set forth in Section 5.9 of thisAgreement);

(ii)                       any breach of any agreement or covenant of Parent or HCI containedin this Agreement;

(iii)                       any Business Liability (other than any Business Liability relatingto Taxes) and any legal, administrative or arbitration proceeding,suit or Action of any nature with respect thereto;or

(iv)                       Parent’s or HCI’s operation of the TransferredBusinesses or Business Assets after Closing, but not to the extentresulting from Clorox’s or any of its Affiliates’(including Splitco’s) actions or operations prior to Closingunless expressly assumed by Parent or HCI under the terms of thisAgreement.

(b)           Notwithstanding the foregoing and subject to the followingsentence, in the case of Damages incurred as a result of a breachset forth in clause (i) of Section 10.3(a) above,(i) Parent shall not be liable for indemnification hereunderunless and until the aggregate amount of such Damages exceeds $12million (the “Parent Basket”), in which eventClorox shall be entitled to indemnification for all Damages inexcess of the Parent Basket; (ii) no claim for Damages shall becounted toward the Parent Basket unless such claim individuallyexceeds $75,000 (the “Parent De Minimis”); and(iii) Parent’s aggregate liability under clause (i) ofSection 10.3(a) above shall in no event exceed $250 million (the“Parent Cap”).  None of the Parent Basket,the Parent De Minimis or the Parent Cap shall apply to Damagesincurred as a result of a breach of any of the TitleReps.

Definitionof Damage; Determination of Indemnification.

Forpurposes of this Article X, “Damages” shallmean, collectively, any and all damages, settlement amounts,penalties or losses, whatsoever (other than punitive, enhanced orexemplary damages, unless punitive, enhanced or exemplary damagesare awarded or otherwise imposed in any Third Party Claim),together with out-of-pocket costs and expenses, includingreasonable fees and disbursements of counsel, accountants,consultants or experts and expenses of investigation incurred by aparty entitled to indemnification hereunder as a result of a mattergiving rise to a claim for indemnification hereunder, such amountsto be (a) determined net of (1) the insurance proceeds which theindemnified party actually receives in respect of such matter and(2) indemnity payments which the indemnified party actuallyreceives from parties other than the indemnifying party hereunderin respect of such matter, (b) increased by any Tax (or increasedby any reduction in any Tax Benefit) actually borne by theindemnified party that would not have been borne but for suchDamages or the receipt of any indemnity in respect thereof and (c)decreased by any Tax Benefit (or decreased by any reduction in anyTax) actually realized by the indemnified party that would not havebeen realized but for such Damages or the payment of any indemnityin respect thereof. For purposes of this paragraph, the indemnifiedparty will be deemed to recognize a Tax Benefit with respect to ataxable year if, and to the extent that, the indemnifiedparty’s cumulative liability for Taxes through the end ofsuch taxable year, calculated by excluding any Tax itemsattributable to the Damages and the receipt of indemnity paymentstherefor from all taxable years, exceeds the indemnifiedparty’s actual cumulative tax liability for Taxes through theend of such taxable year, calculated by taking into account any Taxitems attributable to the Damages and the receipt of indemnitypayments therefor for all taxable years (to the extent permitted byrelevant Tax Law and treating such Tax items as the last itemstaken into account for any taxable year). When, as, and if theindemnified party recognizes any Tax Benefit attributable toDamages after the making of indemnification payments therefor, andto the extent such Tax Benefit has not reduced the amount of suchindemnification payments, the indemnified party will promptly afterrecognition thereof pay in cash the amount of such recognized TaxBenefit to an account specified by the indemnifyingparty. 

Notice.

(a)        If any matter shall arise which may involve or give rise to a claimby Parent against Clorox under the provisions of Section 10.2 or byClorox against Parent under the provisions of Section 10.3 (an“Indemnity Claim”), Parent or Clorox, as thecase may be, shall give prompt written notice (a “Noticeof Claim”) of such Indemnity Claim, a description inreasonable detail of the factual basis thereof (to the extent suchinformation is available), and the amount of indemnity sought (ifthen known or reasonably determinable) to Clorox (if a claim byParent) or to Parent (if a claim by Clorox); provided thatthe failure to give timely notice will not relieve Clorox (if aclaim by Parent) or Parent (if a claim by Clorox) from theobligation to indemnify against such claim except to the extentthat Clorox (if a claim by Parent) or Parent (if a claim by Clorox)establishes by competent evidence that it is materially prejudicedthereby.

(b)        If Clorox does not, within 45 days after receipt of a Notice ofClaim by Parent, notify Parent in writing that Clorox disputes theapplicable Indemnity Claim, in whole or in part, then Clorox shallpromptly pay to Parent by wire transfer of immediately availablefunds to an account designated by Parent the amount of theIndemnity Claim. If Clorox within 45 days after receipt of a Noticeof Claim by Parent notifies Parent in writing that Clorox disputesthe applicable Indemnity Claim, in whole or in part, then theprovisions of paragraph (d) below shall apply. If a Notice of Claimis made by Parent under paragraph (a) above and if it is agreed ordetermined (pursuant to paragraph (d) below or by a court ofcompetent jurisdiction) that Clorox is obligated to indemnifyParent, the agreed or ordered amount of such indemnification shallbe paid promptly by wire transfer of immediately available funds toan account designated by Parent.

(c)        If Parent does not,within 45 days after receipt of a Notice of Claim by Clorox, notifyClorox in writing that Parent disputes the applicable IndemnityClaim, in whole or in part, then Parent shall promptly pay toClorox by wire transfer of immediately available funds to anaccount designated by Clorox the amount of the Indemnity Claim. IfParent within 45 days after receipt of a Notice of Claim by Cloroxnotifies Clorox in writing that Parent disputes the applicableIndemnity Claim, in whole or in part, then the provisions ofparagraph (d) below shall apply.  If a Notice of Claim is madeby Clorox under paragraph (a) above and if it is agreed ordetermined (pursuant to paragraph (d) below or by a court ofcompetent jurisdiction) that Parent is obligated to indemnifyClorox, the agreed or ordered amount of such indemnification shallbe paid promptly by wire transfer of immediately available funds toan account designated by Clorox.

(d)        In the event that theindemnifying party disputes the existence and/or amount of a claimfor indemnification set forth in a Notice of Claim, it will beentitled to deliver a notice to the indemnified party disputing itsvalidity or the amount thereof (the “Claim DisputeNotice”). The Claim Dispute Notice must be given within45 days of receipt of the Notice of Claim to which the ClaimDispute Notice relates. Upon receiving such Claim Dispute Notice,the indemnified party shall provide the indemnifying party withaccess to such books and records as may be reasonably requested bythe indemnifying party for purposes of verifying such claim. Representatives of each of the indemnified party and theindemnifying party shall in good faith meet promptly after suchreview so as to come to a settlement of the matter. In the event asettlement is not achieved within 30 days after the date of theClaim Dispute Notice, the indemnified party may pursue whateverlegal remedies may be available under this Agreement.

Third PartyClaim.

(a)        If Parent’s Indemnity Claim involves any Action brought ormade by any third party (a “Third Party Claim”),then Clorox may elect (by written notice to Parent delivered within30 days of notice by Parent to Clorox pursuant to Section 10.5(a))to assume at its expense the defense of such Third Party Claim,including discussions with relevant Governmental Authorities, usingcounsel reasonably acceptable to Parent.  If Clorox does notso elect to assume such defense, then such Third Party Claim shallbe defended by Parent in such manner as it reasonably deemsappropriate (and the costs, fees and expenses of Parent for suchdefense shall constitute Damages in accordance withSection 10.4), including entering a reasonable settlementthereof in which event the settlement plus Parent’s costs,fees and expenses with respect thereto shall be the Damages inaccordance with Section 10.4; provided that Parentshall not enter into any settlement of such Third Party Claimwithout the prior written consent of Clorox, which consent shallnot be unreasonably withheld, unless Clorox and its Affiliates haveno liability therefor, are not required to admit any liability andwill not be bound by any restrictions or limitations on its ortheir conduct thereafter, and no negative precedent for futureClaims, Actions or litigation against Clorox and its Affiliateswill be established, in which case no consent shall berequired.  If the Third Party Claim has been assumed byClorox, Clorox shall cooperate with Parent in connection with suchdefense and shall permit Parent to participate therein;provided that Clorox shall not be liable to Parent under theprovisions hereof for any legal or other expenses incurred byParent in connection with Parent’s participation in thedefense of such Third Party Claim after Clorox has elected toassume the defense thereof so long as Clorox is diligentlycontesting such Third Party Claim in good faith, unless Parent isadvised by outside counsel that an actual or potential conflict ofinterest exists between Parent and Clorox or that there aredifferent or additional defenses available to Parent that are notavailable to Clorox, in which case Parent may engage separatecounsel (the reasonable fees and disbursements of which shall beborne by Clorox). Clorox may not enter into any settlement of suchThird Party Claim without the prior written consent of Parent,which shall not be unreasonably withheld, unless Parent and itsAffiliates have no liability therefor, are not required to admitany liability and will not be bound by any restrictions orlimitations on its or their conduct thereafter, and no negativeprecedent for future Claims, Actions or litigation against Parentand its Affiliates will be established, in which case no consentshall be required.

(b)        If Clorox’s Indemnity Claim involves a Third Party Claim,then Parent may elect (by written notice to Clorox delivered within30 days of notice by Clorox to Parent pursuant to Section 10.5(a))to assume at its expense the defense of such Third Party Claim,including discussions with relevant Governmental Authorities, usingcounsel reasonably acceptable to Clorox. If Parent does not soelect to assume such defense, then such Third Party Claim shall bedefended by Clorox in such manner as it reasonably deemsappropriate (and the costs, fees and expenses of Clorox for suchdefense shall constitute Damages in accordance withSection 10.4), including entering a reasonable settlementthereof in which event the settlement plus Clorox’s costs,fees and expenses with respect thereto shall be the Damages inaccordance with Section 10.4; provided that Cloroxshall not enter into any settlement of such Third Party Claimwithout the prior written consent of Parent, which consent shallnot be unreasonably withheld, unless Parent and its Affiliates haveno liability therefor, are not required to admit any liability andwill not be bound by any restrictions or limitations on its ortheir conduct thereafter, and no negative precedent for futureClaims, Actions or litigation against Parent and its Affiliateswill be established, in which case no consent shall be required. Ifthe Third Party Claim has been assumed by Parent, Parent shallcooperate with Clorox in connection with such defense and shallpermit Clorox to participate therein; provided that Parentshall not be liable to Clorox under the provisions hereof for anylegal or other expenses incurred by Clorox in connection withClorox’s participation in the defense of such Third PartyClaim after Parent has elected to assume the defense thereof solong as Parent is diligently contesting such Third Party Claim ingood faith, unless Clorox is advised by outside counsel that anactual or potential conflict of interest exists between Clorox andParent or that there are different or additional defenses availableto Clorox that are not available to Parent, in which case Cloroxmay engage separate counsel (the reasonable fees and disbursementsof which shall be borne by Parent). Parent may not enter into anysettlement of a Third Party Claim without the prior written consentof Clorox, which shall not be unreasonably withheld, unless Cloroxand its Affiliates have no liability therefor, are not required toadmit any liability and will not be bound by any restrictions orlimitations on its or their conduct thereafter, and no negativeprecedent for future Claims, Actions or litigation against Cloroxand its Affiliates will be established, in which case no consentshall be required.

Exclusivity.  Following the Closing,except with respect to matters for which the remedy of specificperformance, injunctive relief or other non-monetary equitableremedies are available, the sole and exclusive remedy of theparties with respect to any and all Claims arising from any breachof this Agreement or any of the other matters addressed in Section10.2 or 10.3 shall be pursuant to the indemnification provisionsset forth in this Article X; provided that all mattersrelating to Taxes shall be addressed in the Tax Matters Agreementand this Article X shall not apply to any Tax matters.

TaxTreatment of Indemnity Payments.  Any payments madepursuant to this Article X shall be treated as set forth in the TaxMatters Agreement.

Environmental Matters.  The indemnityfor Excluded Liabilities that are Environmental Claims pursuant toSection 3.5(e) of this Agreement shall be subject to the followinglimitations: (a) if the costs of Remedial Action or correctingnon-compliance with Environmental Laws or Environmental Permitssubject to indemnity by Clorox are increased due to a negligent actor omission, or willful misconduct, after the Closing Date by aPerson, other than Clorox or any of its Affiliates, acting on itsown or under the supervision or direction of any GovernmentalAuthority, Clorox shall not be responsible for any such increase incosts incurred; (b) if Clorox or any of its Affiliates isperforming its obligations pursuant to such indemnity, Clorox shallnot be responsible for the costs associated with HCI’soversight of Clorox and its Affiliates’ performance; and(c) Clorox shall not be responsible for any costs that areincurred by HCI due to (i) the closure or sale of a facilityor business, (ii) a change in use of any facility to a usesubstantially unrelated to the use of that facility as of theClosing or (iii) a change after the Closing in the terms of anyEnvironmental Permit.

MISCELLANEOUS

Notices.

Allnotices or other communications required or permitted hereundershall be in writing and shall be delivered personally, by facsimile(with confirming copy sent by one of the other delivery methodsspecified herein) or by overnight courier or sent by certified,registered or express air mail, postage prepaid, and shall bedeemed given when so delivered personally, or when so received byfacsimile or courier, or, if mailed, three calendar days after thedate of mailing, as follows:

Ifto Clorox:

The CloroxCompany

1221 Broadway

Oakland, California94612

Facsimile:  (510) 271-1696

Attention:  General Counsel

andwith a copy to:

Cravath, Swaine & Moore LLP

Worldwide Plaza

825Eighth Avenue

NewYork, New York 10019

Facsimile:  (212) 474-3700

Attention:  Robert I. Townsend, III,Esq.

           George A. Stephanakis, Esq.

Ifto Parent or H:

Henkel KGaA

Henkelstrasse 67

40191Düsseldorf

Germany

Facsimile:  (49) 211-798-6660

Attention:  Franz-JosefAcher—General Counsel

andwith a copy to:

HC Investments,Inc.

c/oHenkel Corporation

The Triad

2200 RenaissanceBoulevard

Gulph Mills, Pennsylvania19406

Facsimile:  (610) 270-8219

Attention:  KennethPiña—General Counsel

andto:

Cleary Gottlieb Steen &Hamilton

55Basinghall Street

London EC2V 5EH

Facsimile: +44 20 7600 1698

Attention:  William A. Groll, Esq.or to such other address and with such other copies asany party hereto shall notify the other parties hereto (as providedabove) from time to time.

Expenses.  Regardless of whether thetransactions provided for in this Agreement are consummated, eachof the parties hereto shall pay its own expenses incident to thisAgreement and the Ancillary Agreements and the transactionscontemplated hereby and thereby (including legal fees, accountingfees, investment banking fees and filing fees), except that Cloroxand HCI shall each bear one half of the filing fees under the HSRAct and Clorox shall bear all costs of the Reorganization.

GoverningLaw; Consent to Jurisdiction.  This Agreement shall begoverned by, and construed in accordance with, the internal Laws ofthe State of Delaware, without reference to the choice of lawprinciples thereof.  Subject to Section 11.4, each of theparties hereto irrevocably submits to the exclusive jurisdiction ofthe courts of the State of Delaware and the United States DistrictCourt for any district within such state for the purpose of anyAction arising out of, under or in connection with or relating to,this Agreement or any Ancillary Agreement or any of thetransactions contemplated hereby or thereby and to the laying ofvenue in such court. Service of process in connection with any suchAction may be served on each party hereto by the same methods asare specified for the giving of notices under this Agreement. Each party hereto irrevocably and unconditionally waives and agreesnot to plead or claim any objection to the laying of venue of anysuch Action brought in such courts and irrevocably andunconditionally waives any claim that any such Action brought inany such court has been brought in an inconvenient forum.

DisputeResolution. 

(a)                       The parties hereto intend that all disputes between the parties,directly or indirectly, arising out of, under or in connection withor relating to, this Agreement or any Ancillary Agreement or theconsummation of the transactions contemplated hereby and therebyshall be settled by the parties amicably through good faithdiscussions upon the written request of any party.

(b)                       Prior to filing suit, instituting an Action or seeking otherjudicial or governmental resolution in connection with any disputebetween Parent and Clorox (each, for purposes of this Section 11.4,a  “Dispute Party” and, collectively, the“Dispute Parties”) or any of their respectiveAffiliates or Subsidiaries, directly or indirectly, arising out of,under or in connection with or relating to, this Agreement, anyAncillary Agreement or any of the transactions contemplated herebyand thereby, the Dispute Parties will attempt to resolve suchdispute by good faith negotiations.  Such negotiations shallproceed as follows:

(i)                       Either Dispute Party may send a written notice to the other DisputeParty requesting such negotiations.  Promptly followingreceipt of such notice by the other Dispute Party, each DisputeParty shall cause the individual designated by it as having generalresponsibility for the affected Agreement or transaction to meet inperson with the individual so designated by the other Dispute Partyto discuss the dispute.

(ii)                       If the dispute is not resolved within 30 days after the firstmeeting between such individuals (or if earlier within 45 days ofthe notice referred to in clause (i) above), then, upon thewritten request of either Dispute Party, each Dispute Party shallcause the individual designated by it as having generalresponsibility for the overall relationship defined by thisAgreement to meet in person with the individual so designated bythe other Dispute Party to discuss the dispute.

(iii)                       If the dispute is not resolved within 15 days after the firstmeeting between such individuals (or if earlier within 30 days ofthe notice referred to in clause (ii) above), then, upon thewritten request of either Dispute Party, the chief executiveofficer or chief financial officer of Clorox, on the one hand, andthe chief executive officer or chief financial officer of Parent,on the other hand, shall meet (unless otherwise agreed, suchmeeting to be in person) and attempt in good faith to negotiate aresolution to the dispute.

Except and only to the limited extent provided inSection 11.4(c), neither Dispute Party shall, and shall causetheir respective Affiliates not to, file suit, institute an Actionor seek other judicial or governmental resolution of the disputeuntil at least 30 days after the first meeting between thecorporate officers described in clause (iii) above (or, ifearlier, 45 days after the notice referred to in suchclause (iii)).

(c)                       Notwithstanding the provisions of Section 11.4(b), either DisputeParty may institute an Action seeking a preliminary injunction,temporary restraining order, or other equitable relief, ifnecessary in the reasonable opinion of that Dispute Party to avoidmaterial harm to its property, rights or other interests, beforecommencing, or at any time during the course of, the disputeprocedure described in Section 11.4(b).  In addition, eitherDispute Party may file an Action prior to the commencement of or atany time during or after the dispute resolution procedures inSection 11.4(b) if in the sole opinion of that Dispute Partyit is necessary to prevent the expiration of a statute oflimitations or filing period or the loss of any other substantiveor procedural right.

(d)                       Notwithstanding the foregoing, the provisions of this Section 11.4shall not apply to any dispute arising under Section 2.5 or 2.6 ofthis Agreement.

Waiver ofJury Trial.

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THATANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR ANYANCILLARY AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULTISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY ANDUNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY INRESPECT TO ANY ACTION ARISING OUT OF, UNDER OR IN CONNECTION WITHOR RELATING TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR THETRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY ANCILLARYAGREEMENT.  EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT(A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETOHAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTYWOULD NOT, IN THE EVENT OF SUCH ACTION, SEEK TO ENFORCE THEFOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HASCONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTYMAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEENINDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THEMUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION11.5.

Assignment;Successors and Assigns; No Third Party Rights.  ThisAgreement and the Ancillary Agreements may not be assigned by anyparty hereto without the prior written consent of the other partyhereto, and any attempted assignment shall be null and void. ThisAgreement and the Ancillary Agreements shall be binding upon andinure to the benefit of the parties hereto and their respectivesuccessors and permitted assigns. Except as provided in Sections6.17, 10.2 and 10.3, this Agreement shall be for the sole benefitof the parties hereto, and their respective successors andpermitted assigns and is not intended, nor shall be construed, togive any Person, other than the parties hereto and their respectivesuccessors and permitted assigns any legal or equitable right,benefit, remedy or claim hereunder. Nothing in this Agreement shallprevent any party and its successors and permitted assigns fromconsolidating with or merging with or into, or transferring, in onetransaction or a series of related transactions, substantially allof its assets to, any Person or Persons; provided,however, that the purchaser of substantially all of theassets of the party or its successor or permitted assign shallagree with the other party to be bound by all of the transferringparty’s obligations hereunder.

Counterparts.  This Agreement may beexecuted in counterparts, each of which shall be deemed an originalagreement, but all of which together shall constitute one and thesame instrument.

Titles andHeadings.  The headings and table of contents in thisAgreement are for reference purposes only, and shall not in any wayaffect the meaning or interpretation of this Agreement.

EntireAgreement.  This Agreement, the Ancillary Agreements andthe Confidentiality Agreement constitute the entire agreement amongthe parties hereto with respect to the matters covered hereby andthereby, and supersede all previous written, oral or impliedunderstandings among them with respect to such matters.

Amendmentand Modification.  This Agreement may not be amendedexcept by an instrument in writing signed on behalf of each of theparties hereto.

Publicity;Public Announcements.  Unless otherwise required byapplicable Laws or the requirements of any national securitiesexchange (and, in that event, only if time does not permit), at alltimes prior to the earlier of the consummation of the Closing ortermination of this Agreement pursuant to Article IX, Clorox andParent shall consult with each other before issuing, and give eachother a reasonable opportunity to review and comment upon, anypress release with respect to the transactions contemplated herebyand shall not issue any such press release without eachother’s consent, which consent shall not be unreasonablywithheld or delayed. The parties agree that the initial pressrelease to be issued with respect to this Agreement and thetransactions contemplated by this Agreement shall be in the formheretofore agreed to by the parties.

Waiver.  Any of the terms or conditionsof this Agreement may be waived at any time by the party or partieshereto entitled to the benefit thereof, but only by a writingsigned by the party or parties waiving such terms orconditions.

Severability.  If any term, provisions,covenant or restriction of this Agreement is held by a court ofcompetent jurisdiction or other authority to be invalid, void orunenforceable, the remainder of the terms, provisions, covenantsand restrictions of this Agreement shall remain in full force andeffect and shall in no way be affected, impaired or invalidated solong as the economic or legal substance of the transactionscontemplated hereby is not affected in any manner materiallyadverse to any party. Upon such determination, the parties shallnegotiate in good faith to modify this Agreement so as to effectthe original intent of the parties as closely as possible in anacceptable manner in order that the transactions contemplatedhereby be consummated as originally contemplated to the fullestextent possible.

No StrictConstruction.  Each of the parties hereto acknowledgesthat this Agreement has been prepared jointly by the parties heretoand shall not be strictly construed against any partyhereto.

Knowledge.  To the extent that anyrepresentation is made to “Clorox’sknowledge” (or similar words), such knowledge shall referto the actual knowledge of the individuals listed on Schedule2 to this Agreement under the heading “Clorox’sknowledge”.  To the extent that any representation ismade to “Parent’s knowledge” (or similarwords), such knowledge shall refer to the actual knowledge of theindividuals listed on Schedule 2 to this Agreement under theheading “Parent’s knowledge”.

AffiliateStatus.  To the extent that a party hereto is requiredhereunder to take certain action with respect to entitiesdesignated herein as such party’s Affiliates, such obligationshall apply to such entities only during such period of time thatsuch entities are Affiliates of such party.

TaxConsequences.  Each party hereto acknowledges and agreesthat no party has made, or is making in this Agreement, expresslyor impliedly, any representation or warranty regarding the taxeffects or tax consequences, if any, of the transactionscontemplated in this Agreement or in the Ancillary Agreements andthat each party has consulted with and is relying upon its own taxadvisors with respect to such effects and consequences. Theforegoing shall be without prejudice to, and shall not in any waydiminish, the representations and warranties and obligations of theparties set forth in this Agreement, including those in Sections4.8, 5.9 and 6.13.

SpecificPerformance.  The parties agree that if any of theprovisions of this Agreement were not performed in accordance withits specific terms or were otherwise breached, irreparable damagewould occur, no adequate remedy at law would exist and damageswould be difficult to determine; accordingly, the parties shall beentitled to specific performance of the terms hereof or injunctiverelief, in addition to any other remedy at law or inequity.

INWITNESS WHEREOF, the parties hereto have caused this Agreement tobe duly executed as of the day and year first abovewritten.

THE CLOROXCOMPANY

By: /s/       Daniel J.Heinrich                            

      Name: Daniel J.Heinrich                Title:   SVP- ChiefFinancialOfficer           

HENKEL KGaA

By: /s/        Dr. LotharSteinebach               

      Name:  Dr.Lothar Steinebach       Title:     ExecutiveVice President & Chief Financial Officer

By: /s/         Dr.Franz-Josef Acher              

       Name:  Dr. Franz- JosefAcher             Title:    Corporate Vice President & GeneralCounsel           

HC INVESTMENTS,INC.

By: /s/        BrianFriend                      

      Name:  BrianFriend      Title:    VicePresident