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EXHIBIT 10(xvi)
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THE CLOROX COMPANY
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MANAGEMENT INCENTIVE COMPENSATION PLAN
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As Amended and Restated Effective
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as of July 17, 2002
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1.  PURPOSE
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The purpose of The Clorox Company Management Incentive Compensation Plan (the
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"Plan") is to attract and retain the best available personnel for positions of substantial
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responsibility and to provide an incentive for officers and employees of The Clorox
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Company (the "Company") and its subsidiaries and to recognize and reward those officers
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and employees.  The Company’s executive officers are eligible to earn short-term incentive
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awards under this Plan and under the Company’s Executive Incentive Compensation Plan.
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2.  DEFINITIONS
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The following terms will have the following meaning for purposes of the Plan:
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(a)  "Award" means a bonus paid in cash.
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(b)  "Board" means the Board of Directors of the Company.
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(c) "Chief Executive Officer" means the chief executive officer of the Company.
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(d)  "Committee" means the Employee Benefits and Management Compensation Committee
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of the Board, or such other Committee designated by the Board to administer the Plan.
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(e) "Employee" means any person employed by the Company or any Subsidiary.
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(f)  "Officer" means a person who is an officer of the Company within the meaning of
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Section 16 of the Securities Exchange Act of 1934 and the rules and regulations
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promulgated thereunder.
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(g)  "Participant" means an Employee selected by the Committee to participate
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in the Plan.
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(h)   “Retirement” means termination of employment with the Company, other than by
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reason of death or disability, (1) at age 65, (2) at at least age 55 with at least ten years of
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vesting service under The Clorox Company Pension Plan or (3) with at least 20 years of
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vesting service under The Clorox Company Pension Plan.
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(i)   "Subsidiary" means any corporation in which the Company, directly or indirectly,
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controls 50 percent or more of the total combined voting power of all classes of stock.
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(j)  "Year" means a fiscal year of the Company.
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3.  AWARDS
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(a)   Within 90 days after the beginning of each Year, the Committee will select Participants
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for the Year and establish in writing the method by which the Awards will be calculated for
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that Year.  The Committee may provide for payment of all or part of the Award in the case of
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retirement, death, disability or change of ownership of control of the Company or a
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Subsidiary during the Year.
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(b)  For the Chief Executive Officer and the Executive Committee, the Committee shall
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determine and certify the amount of the Award, if any, to be made.  The Committee may
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increase, decrease or eliminate, any Award calculated under the methodology established in
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accordance with paragraph (a) in order to reflect additional considerations relating to
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performance.
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(c) For Officers (other than the Executive Committee) and all other participants, the Chief
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Executive Officer shall determine and certify the amount of the Award, if any, to be made. 
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The Chief Executive Officer may increase, decrease or eliminate, any Award calculated
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under the methodology established in accordance with paragraph (a) in order to reflect
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additional considerations relating to performance.
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(e) Awards will be paid to the Participants following certification and no later than ninety
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(90) days following the close of the Year with respect to which the Awards are made.
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(f)   The Company shall withhold from the payment of any Award hereunder any amount
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required to be withheld for taxes.
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5.   TERMINATION OF EMPLOYMENT
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Except as may be specifically provided in an Award pursuant to Section 3(a), a Participant
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shall have no right to an Award under the Plan for any Year in which the Participant is not
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actively employed by the Company or its Subsidiaries on June 30 of such Year.  When
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establishing Awards each Year, the Committee may also provide that in the event a
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Participant is not employed by the Company or its Subsidiaries on the date on which the
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Award is paid, the Participant may forfeit his or her right to the Award paid under the Plan.
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6.   ADMINISTRATION
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The Plan will be administered by the Committee.  The Committee will have the authority to
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interpret the Plan, to prescribe rules relating to the Plan and to make all determinations
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necessary or advisable in administering the Plan. Decisions of the Committee with respect to
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the Plan will be final and conclusive.
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7.   UNFUNDED PLAN
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Awards under the Plan will be paid from the general assets of the Company, and the rights of
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Participants under the Plan will be only those of general unsecured creditors of the Company.
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8.   AMENDMENT OR TERMINATION OF THE PLAN
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The Committee may from time to time suspend, revise, amend or terminate the Plan.
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9.    APPLICABLE LAW
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The Plan will be governed by the laws of California.
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10.   NO RIGHTS TO EMPLOYMENT
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Nothing contained in the Plan shall give any person the right to be retained in the
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employment of the Company or any of its Subsidiaries. The Company reserves the right to
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terminate any Participant at any time for any reason notwithstanding the existence of the
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Plan.
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11.  NO ASSIGNMENT
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Except as otherwise required by applicable law, any interest, benefit, payment, claim or right
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of any Participant under the Plan shall not be sold, transferred, assigned, pledged,
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encumbered or hypothecated by any Participant and shall not be subject in any manner to any
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claims of any creditor of any Participant or beneficiary, and any attempt to take any such
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action shall be null and void. During the lifetime of any Participant, payment of an Award
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shall only be made to such Participant. Notwithstanding the foregoing, the Committee may
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establish such procedures as it deems necessary for a Participant to designate a beneficiary to
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whom any amounts would be payable in the event of any Participant's death.
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