**EXHIBIT 10-2**

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**THE CLOROX  COMPANY**

**1993  DIRECTORS'  STOCK  OPTION PLAN**

**RESTATED AS OF SEPTEMBER 2, 1997 AND NOVEMBER 15,1999**

**TOREFLECT TWO FOR ONE STOCK SPLITS**

**SECTION1.                    INTRODUCTION.**

         The Plan was adopted by the Board on July 20, 1993, subject toapproval by the Company's stockholders at the annual meeting ofstockholders on November 17, 1993.  The purpose of the Plan isto promote the long-term success of the Company and to createincremental stockholder value by (a) encouraging the IndependentDirectors to focus on critical long-range objectives, (b)encouraging the attraction and retention of Independent Directorswith exceptional qualifications and (c) linking IndependentDirectors directly to stockholder interests through increased stockownership.  The Plan seeks to achieve this purpose byproviding for the grant of nonstatutory options to purchase CommonShares.

         The Plan is intended to comply in all respects with Rule 16b-3 (orits successor) under the Exchange Act and shall be construedaccordingly.

**SECTION2.                    DEFINITIONS.**

         (a)         **"Board"** means the Company's Board of Directors, asconstituted from time to time.

         (b)         **"Change in Control"** means the occurrence of any of thefollowing events:

                       (i)               The Companyconsolidates or merges with, or sells or otherwise transfers morethan 50% of its assets or earning power to, any Person in atransaction or series of transactions which result in the holdersof the outstanding common stock of the Company immediately prior tothe first such transaction holding (either by such shares remainingoutstanding or by being converted into securities of the survivingentity) less than a majority of the shares entitled to vote for theelection of directors of the surviving entity outstandingimmediately after such merger, consolidation, sale or transfer,or

                       (ii)               Any Personbecomes the beneficial owner of more than 30% of the outstandingcommon shares (a "30% Beneficial Owner") and a majority of themembers of the Board of Directors of the Company are not ContinuingDirectors.

                  (iii)                For purposesof this definition of Change in Control:

                                                      a) **"Beneficial Ownership"** shall be determined in accordancewith Rule 13-d-3 under the "Securities Exchange Act of 1934 (the"1934 Act"), but shall not include ownership by any Subsidiary orany employee benefit plan of the Company.

                                                      b)  **"Continuing Director"** shall mean any member of the Board ofDirectors of the Company who is not a 30% Beneficial Owner or arepresentative of a 30% Beneficial Owner and who was either (i) amember of the Board prior to the time that any Person becomes a 30%Beneficial Owner or (ii) subsequently becomes a member of theBoard, if such the Board, if such Person's election to the Board isrecommended or approved by a majority of ContinuingDirectors.

                                                     c)   **"Person"** shall mean any individual, firm,partnership, corporation or other entity, and shall include anysuccessor of such entity and all Affiliates, Associates andSubsidiaries (as those terms are defined in Rule 12b-2 under the1934 Act) of such Person; provided, however, that theterm "Person" shall not include H C Investments, Inc., a U.S.affiliate of Henkel KGaA, or any of Henkel KGaA's otherSubsidiaries.

         (c)         **"Code"** means the Internal Revenue Code of 1986, asamended.

         (d)         **"Committee"** means the Employee Benefits and ManagementCompensation Committee of the Board, as constituted from time totime.

         (e)         **"Common Share"** means one share of the common stock of theCompany.

         (f)         **"Company"** means The Clorox Company, a Delawarecorporation.

         (g)         **"Employee"** means an employee (within the meaning of Section3401(c) of the Code and the regulations thereunder) of the Companyor of a Subsidiary of the Company.

         (h)         **"Exchange Act"** means the Securities Exchange Act of 1934, asamended.

         (i)         **"Exercise Price"** means the amount for which one Common Sharemay be purchased upon exercise of an Option, as specified in theapplicable Stock Option Agreement.

         (j)          **"FairMarket Value"** means the closing price of a Common Share on thetrading day immediately preceding the day in question, as stated inthe New York Stock Exchange composite transactionsreport.

         (k)         **"Independent Director"** means a member of the Board who isnot an Employee and was not an Employee who actively performedduties at any time during the twelve months immediately precedingthe member's first election to the Board as an IndependentDirector.

         (l)         **"NSO"** means a stock option not described in Section 422 or423 of the Code.

         (m)         **"Option"** means an NSO granted under the Plan and entitlingthe holder to purchase Common Shares.

         (n)         **"Optionee"** means an individual who holds anOption.

         (o)         **"Plan"** means this 1993 Directors' Stock Option Plan, as itmay be amended from time to time.

         (p)         **"Retirement"** means termination of Service after (i)attaining age 70 or (ii) serving as an Independent Directorfor not less than five years.

         (q)         **"Service"** means service as a member of the Board as anIndependent Director.

         (r)          **"StockOption Agreement"** means the agreement between the Company andan Optionee that contains the terms, conditions and restrictionspertaining to his or her Option.

         (s)         **"Subsidiary"** means any corporation, if the Company and/orone or more other Subsidiaries own not less than 50 percent of thetotal combined voting power of all classes of outstanding stock ofsuch corporation.  A corporation that attains the status of aSubsidiary on a date after the adoption of the Plan shall beconsidered a Subsidiary commencing as of such date.

         (t)          **"Totaland Permanent Disability"** means that the Optionee is unable toengage in any substantial gainful activity by reason of anymedically determinable physical or mental impairment which can beexpected to result in death or which has lasted, or can be expectedto last, for a continuous period of not less than 12months.

**SECTION3.                    ADMINISTRATION.**

         (a)          **PlanAdministrator.**  The Plan shall be administered by theCommittee.

         (b)         **Committee Responsibilities.**  Subject to the provisionsof the Plan, the Committee shall have full authority and discretionto take the following actions:

                         (i)               To interpretthe Plan and to apply its provisions;

                              (ii)          Toadopt, amend or rescind rules, procedures and forms relating to thePlan;

                       (iii)              To authorizeany person to execute, on behalf of the Company, any instrumentrequired to carry out the purposes of the Plan; and

                       (iv)              To take anyother actions deemed necessary or advisable for the administrationof the Plan.

         All decisions, interpretations and other actions of the Committeeshall be final and binding on all Optionees and all other personsderiving their rights from an Optionee.  No member of theCommittee shall be liable for any action that he or she has takenor has failed to take in good faith with respect to the Plan or anyOption.

**SECTION4.                     STOCKSUBJECT TOPLAN.                              UPDATED11-28-01**

         (a)          **BasicLimitation.**  Common Shares offered under the Plan shall betreasury shares or authorized but unissued shares.  Theaggregate number of Common Shares issued under the Plan shall notexceed 400,000 Common Shares, subject to adjustment pursuant toSection 7.  The number of Common Shares that are subject toOptions at any time shall not exceed the number of Common Sharesthat then remain available for issuance under the Plan.  TheCompany, during the term of the Plan, shall at all times reserveand keep available sufficient Common Shares to satisfy the purposesof the Plan.

         (b)         **Additional Shares.**  In the event that any outstandingOption for any reason expires or is canceled or otherwiseterminated, the Common Shares allocable to the unexercised portionof such Option shall again be available for the purposes of thePlan.

**SECTION5.                     TERMS ANDCONDITIONS OF OPTIONS.**

         (a)          **StockOption Agreement.**  Each grant of an Option shall beevidenced by a Stock Option Agreement between the Optionee and theCompany.  Such Option shall be subject to all applicable termsand conditions of the Plan and may be subject to any other termsand conditions that are not inconsistent with the Plan and that theCommittee deems appropriate for inclusion in a Stock OptionAgreement.

         (b)         **Initial Grants.**  Each Independent Director who servedas a member of the Board on November 17, 1993, received an Optioncovering 8,000 Common Shares on November 18, 1993.   EachIndependent Director who first joins the Board after November 17,1993, shall receive an Option covering 8,000 Common Shares on thefirst business day after his or her initial election to theBoard.  (The number of Common Shares included in an Optionshall be subject to adjustment under Section 7.)

**           **(c)           **Annual Grants.**  On the first business day of fiscalyear 2002 and each subsequent fiscal year, each IndependentDirector shall receive an Option covering 2,000 Common Shares(subject to adjustment under Section 7), except that such Optionshall not be granted in the calendar year in which the sameIndependent Director received an Initial Grant Option described inSubsection (b) above.  Annual grants shall cease effective asof June 30, 2005.

         (d)         **Exercise Price.**  The Exercise Price under each Optionshall be equal to 100 percent of the Fair Market Value of theCommon Shares subject to such Option on the date when such Optionis granted.  The entire Exercise Price of Common Shares issuedunder the Plan shall be payable in cash when such Common Shares arepurchased, except as follows:

                                (i)          Paymentmay be made with Common Shares that have already been owned by theOptionee for more than six months and that are surrendered to theCompany in good form for transfer or by foregoing the right toreceive Common Shares whose Fair Market Value equals the ExercisePrice.  Such Common Shares shall be valued at their FairMarket Value on the date when the new Common Shares are purchasedunder the Plan.

                       (ii)               Payment maybe made by the delivery (on a form prescribed by the Company) of anirrevocable direction to a securities broker approved by theCompany to sell Common Shares and to deliver all or part of thesales proceeds to the Company in payment of all or part of theExercise Price and any withholding taxes.

                       (iii)              Payment maybe made by the delivery (on a form prescribed by the Company) of anirrevocable direction to pledge Common Shares to a securitiesbroker or lender approved by the Company as security for a loan andto deliver all or part of the loan proceeds to the Company inpayment of all or part of the Exercise Price and any withholdingtaxes.

         (e)         **Vesting.**  Subject to Subsection (j) below, each Optionshall become exercisable in two equal annual installments on eachof the first two anniversaries of the date of grant.  Inaddition, subject to Subsection (j) below, each Option shall becomeexercisable in full in the event that:

                         (i)               TheOptionee's Service terminates because of Retirement, death or Totaland Permanent Disability; or

                       (ii)               A Change inControl occurs with respect to the Company.

         (f)          **Termof Options.**  Subject to Subsections (g) and (h) below,each Option shall expire on the 10th anniversary of the date whensuch Option was granted.

         (g)         **Termination of Service (Except by Death).**  If anOptionee's Service terminates for any reason other than death, thenhis or her Options shall expire on the earliest of the followingoccasions:

                        (i)               Theexpiration date determined pursuant to Subsection (f)above;

                       (ii)               The datethree months after the termination of the Optionee's Service forany reason other than Retirement or Total and PermanentDisability.

         The Optionee may exercise all or part of his or her Options at anytime before the expiration of such Options under the precedingsentence, but only to the extent that such Options had becomeexercisable before his or her Service terminated or becameexercisable as a result of the termination.  The balance ofsuch Options shall lapse when the Optionee's Serviceterminates.  In the event that the Optionee dies after thetermination of his or her Service but before the expiration of hisor her Options, all or part of such Options may be exercised at anytime within 12 months after the date of death by the executors oradministrators of the Optionee's estate or by any person who hasacquired such Options directly from him or her by bequest,inheritance or beneficiary designation under the Plan, but only tothe extent that such Options had become exercisable before his orher Service terminated or became exercisable as a result of thetermination.

          (h)         **Death of Optionee.**  If an Optionee dies while he or sheis in Service, then his or her Options shall expire on the earlierof the following dates:

                         (i)               Theexpiration date determined pursuant to Subsection (f) above;or

                              (ii)          The date12 months after his or her death.

         All or part of the Optionee's Options may be exercised at any timebefore the expiration of such Options under the preceding sentenceby the executors or administrators of his or her estate or by anyperson who has acquired such Options directly from him or her bybequest, inheritance or beneficiary designation under thePlan.

         (i)         **Nontransferability.**  During an Optionee's lifetime, hisor her Options shall be exercisable only by him or her and shall benontransferable.  In the event of an Optionee's death, his orher Options shall not be transferable other than by bequest,inheritance or beneficiary designation under the Plan.

         (j)         **Stockholder Approval.**  Subsection (e) abovenotwithstanding, no Option shall be exercisable under anycircumstances unless and until the Company's stockholders haveapproved the Plan.

**SECTION6.                    MISCELLANEOUS PROVISIONS.**

         (a)          **NoRights as a Stockholder.**  An Optionee, or a transferee ofan Optionee, shall have no rights as a stockholder with respect toany Common Shares covered by his or her Option until the date ofthe issuance of a stock certificate for such Common Shares. No adjustment shall be made except as provided inSection 7.

         (b)         **Restrictions on Issuance of Shares.**  Common Sharesshall not be issued under the Plan unless the issuance and deliveryof such Common Shares complies with (or is exempt from) allapplicable requirements of law, including (without limitation) theSecurities Act of 1933, as amended, the rules and regulationspromulgated thereunder, state securities laws and regulations, andthe regulations of any stock exchange on which the Company'ssecurities may then be listed.  The Company may imposerestrictions upon the sale, pledge or other transfer of such CommonShares (including the placement of appropriate legends on stockcertificates) if, in the judgment of the Company and its counsel,such restrictions are necessary or desirable in order to achievecompliance with the provisions of the Securities Act of 1933, asamended, the securities laws of any state or any otherlaw.

         (c)         **Withholding Taxes.**  The Company's obligation to deliverCommon Shares upon the exercise of an Option shall be subject toany applicable tax withholding requirements.  To the extentpermissible under applicable tax, securities and other laws, theCompany may, in its sole discretion, permit the Optionee to satisfya tax withholding requirement by directing the Company to applyCommon Shares to which the Optionee is entitled as aresult

of theexercise of an Option to satisfy such requirement.

          (d)         **No Retention Rights.**  No provision of the Plan, nor anyOption granted under the Plan, shall be construed as giving anyperson the right to be elected as, or to be nominated for electionas, an Independent Director or to remain an IndependentDirector.

**SECTION7.                     ADJUSTMENTOF SHARES.**

         (a)         **General.**  In the event of any change in the CommonShares that occurs after the Plan becomes effective by reason of astock dividend or split, recapitalization, merger, consolidation,combination, exchange of shares, or other similar corporate change,the aggregate number of shares subject to each outstanding Option,and its stated Option price, shall be adjusted appropriately by theCommittee, whose determination shall be conclusive.

         (b)         **Reorganizations.**  In the event that the Company is aparty to a merger or other reorganization, outstanding Optionsshall be subject to the agreement of merger orreorganization.  Such agreement may provide, withoutlimitation, for the assumption of outstanding Options by thesurviving corporation or its parent, for their continuation by theCompany (if the Company is a surviving corporation), foraccelerated vesting or for settlement in cash.

         (c)         **Reservation of Rights.**  Except as provided in thisSection 7, an Optionee shall have no rights by reason of anysubdivision or consolidation of shares of stock of any class, thepayment of any stock dividend or any other increase or decrease inthe number of shares of stock of any class.  Any issue by theCompany of shares of stock of any class, or securities convertibleinto shares of stock of any class, shall not affect, and noadjustment by reason thereof shall be made with respect to, thenumber or Exercise Price of Common Shares subject to anOption.  The grant of an Option pursuant to the Plan shall notaffect in any way the right or power of the Company to makeadjustments, reclassifications, reorganizations or changes of itscapital or business structure, to merge or consolidate or todissolve, liquidate, sell or transfer all or any part of itsbusiness or assets.

**SECTION8.                     DURATION ANDAMENDMENTS.**

         (a)          **Termof the Plan.**  The Plan, as set forth herein, shall becomeeffective on November 17, 1993 if approved by the Company'sstockholders.  The Plan shall remain in effect until it isterminated under Subsection (b) below.

         (b)          **Rightto Amend or Terminate the Plan.**  The Board may amend,suspend or terminate the Plan at any time and for any reason,except that the provisions of the Plan relating to the amount,price and timing of Option grants shall not be amended more thanonce in any six-month period.  Any amendment of the Plan shallbe subject to the approval of the Company's stockholders to theextent required by applicable laws, regulations or rules(including, without limitation, Rule 16b-3 under the ExchangeAct).

         (c)          **Effectof Amendment or Termination.**  No Common Shares shall beissued or sold under the Plan after the termination thereof, exceptupon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall notaffect any Option previously granted under the Plan.