**Commercial Paper Dealer Agreement**

**between**

**TheClorox Company, as Issuer**

**and**

**Citigroup Global Markets Inc.****, as Dealer**

Concerning Notes to beissued pursuant to an Issuing and Paying Agency Agreement dated asof

November 10, 2004 betweenthe Issuer and JPMorgan Trust Company, National Association, asIssuing and Paying Agent.

**Dated asof November 10, 2004**

**Commercial Paper Dealer Agreement**

**4(2)Program**

This agreement (the“Agreement”) sets forth the understandings between theIssuer and the Dealer, each named on the cover page hereof, inconnection with the issuance and sale by the Issuer of itsshort-term promissory notes (the “Notes”) through theDealer.

Certain terms used in thisAgreement are defined in Section 6 hereof.

The Addendum to thisAgreement, and any Annexes or Exhibits described in this Agreementor such Addendum, are hereby incorporated into this Agreement andmade fully a part hereof.

Offers, Sales and Resales of Notes.

1.1     While (i) the Issuerhas and shall have no obligation to sell the Notes to the Dealer orto permit the Dealer to arrange any sale of the Notes for theaccount of the Issuer, and (ii) the Dealer has and shall have noobligation to purchase the Notes from the Issuer or to arrange anysale of the Notes for the account of the Issuer, the parties heretoagree that in any case where the Dealer purchases Notes from theIssuer, or arranges for the sale of Notes by the Issuer, such Noteswill be purchased or sold by the Dealer in reliance on therepresentations, warranties, covenants and agreements of the Issuercontained herein or made pursuant hereto and on the terms andconditions and in the manner provided herein.

1.2     So long as thisAgreement shall remain in effect, and in addition to thelimitations contained in Section 1.7 hereof, the Issuer shall not,without the consent of the Dealer, offer, solicit or accept offersto purchase, or sell, any Notes except (a) in transactions with oneor more dealers which may from time to time after the date hereofbecome dealers with respect to the Notes by executing with theIssuer one or more agreements which contain provisionssubstantially identical to those contained in Section 1 of thisAgreement, of which the Issuer hereby undertakes to provide theDealer prompt notice or (b) in transactions with the other dealerslisted on the Addendum hereto, which are executing agreements withthe Issuer which contain provisions substantially identical toSection 1 of this Agreement contemporaneously herewith.  In noevent shall the Issuer offer, solicit or accept offers to purchase,or sell, any Notes directly on its own behalf in transactions withpersons other than broker-dealers as specifically permitted in thisSection 1.2.

1.3     The Notes shall be ina minimum denomination of $250,000 or integral multiples of $1,000in excess thereof, will bear such interest rates, if interestbearing, or will be sold at such discount from their face amounts,as shall be agreed upon by the Dealer and the Issuer, shall have amaturity not exceeding 397 days from the date of issuance and mayhave such terms as are specified in the Private PlacementMemorandum. The Notes shall not contain any provision forextension, renewal or automatic “rollover.”

1.4     The authenticationand issuance of, and payment for, the Notes shall be effected inaccordance with the Issuing and Paying Agency Agreement, and theNotes shall be either individual physical certificates orbook-entry notes evidenced by one or more master notes (each, a“Master Note”) registered in the name of The DepositoryTrust Company (“DTC”) or its nominee, in the form orforms annexed to the Issuing and Paying AgencyAgreement.

1.5     If the Issuer and theDealer shall agree on the terms of the purchase of any Note by theDealer or the sale of any Note arranged by the Dealer (including,but not limited to, agreement with respect to the date of issue,purchase price, principal amount, maturity and interest rate orinterest rate index and margin (in the case of interest-bearingNotes) or discount thereof (in the case of Notes issued on adiscount basis), and appropriate compensation for theDealer’s services hereunder) pursuant to this Agreement, theIssuer shall cause such Note to be issued and delivered inaccordance with the terms of the Issuing and Paying AgencyAgreement and payment for such Note shall be made by the purchaserthereof, either directly or through the Dealer, to the Issuing andPaying Agent, for the account of the Issuer.  Except asotherwise agreed, in the event that the Dealer is acting as anagent and a purchaser shall either fail to accept delivery of ormake payment for a Note on the date fixed for settlement, theDealer shall promptly notify the Issuer, and if the Dealer hastheretofore paid the Issuer for the Note, the Issuer will promptlyreturn such funds to the Dealer against its return of the Note tothe Issuer, in the case of a certificated Note, and upon notice ofsuch failure in the case of a book-entry Note.  If suchfailure occurred for any reason other than default by the Dealer,the Issuer shall reimburse the Dealer on an equitable basis for theDealer’s loss of the use of such funds for the period suchfunds were credited to the Issuer’s account.

1.6     The Dealer and theIssuer hereby establish and agree to observe the followingprocedures in connection with offers, sales and subsequent resalesor other transfers of the Notes:

Offers and sales of the Notes by or through the Dealer shall bemade only to: (i) investors reasonably believed by the Dealer to beQualified Institutional Buyers, Institutional Accredited Investorsor Sophisticated Individual Accredited Investors and (ii) non-bankfiduciaries or agents that will be purchasing Notes for one or moreaccounts, each of which is reasonably believed by the Dealer to bean Institutional Accredited Investor or Sophisticated IndividualAccredited Investor.

Resales and other transfers of the Notes by the holders thereofshall be made only in accordance with the restrictions in thelegend described in clause (e) below.

No general solicitation or general advertising shall be used inconnection with the offering of the Notes.  Without limitingthe generality of the foregoing, without the prior written approvalof the Dealer, the Issuer shall not issue any press release orplace or publish any “tombstone” or other advertisementrelating to the Notes.

No sale of Notes to any one purchaser shall be for less than$250,000 principal or face amount, and no Note shall be issued in asmaller principal or face amount.  If the purchaser is anon-bank fiduciary acting on behalf of others, each person for whomsuch purchaser is acting must purchase at least $250,000 principalor face amount of Notes.

Offers and sales of the Notes by the Issuer through the Dealeracting as agent for the Issuer shall be made in accordance withRule 506 under the Securities Act, and shall be subject to therestrictions described in the legend appearing on Exhibit Ahereto.  A legend substantially to the effect of such ExhibitA shall appear as part of the Private Placement Memorandum used inconnection with offers and sales of Notes hereunder, as well as oneach individual certificate representing a Note and each MasterNote representing book-entry Notes offered and sold pursuant tothis Agreement.

The Dealer shall furnish or shall have furnished to eachpurchaser of Notes for which it has acted as the Dealer a copy ofthe then-current Private Placement Memorandum unless such purchaserhas previously received a copy of the Private Placement Memorandumas then in effect.  The Private Placement Memorandum shallexpressly state that any person to whom Notes are offered shallhave an opportunity to ask questions of, and receive informationfrom, the Issuer and the Dealer and shall provide the names,addresses and telephone numbers of the persons from whominformation regarding the Issuer may be obtained.

The Issuer agrees, for the benefit of the Dealer and each of theholders and prospective purchasers from time to time of the Notesthat, if at any time the Issuer shall not be subject to Section 13or 15(d) of the Exchange Act, the Issuer will furnish, upon requestand at its expense, to the Dealer and to holders and prospectivepurchasers of Notes information required by Rule 144A(d)(4)(i) incompliance with Rule 144A(d).

In the event that any Note offered or to be offered by theDealer would be ineligible for resale under Rule 144A, the Issuershall immediately notify the Dealer (by telephone, confirmed inwriting) of such fact and shall promptly prepare and deliver to theDealer an amendment or supplement to the Private PlacementMemorandum describing the Notes that are ineligible, the reason forsuch ineligibility and any other relevant information relatingthereto.

The Issuer represents that it is currently issuing, and expectsto continue to issue, commercial paper in the United States marketin reliance upon, and in compliance with, the exemption provided bySection 3(a)(3) of the Securities Act.  In that connection,the Issuer agrees that (a) the proceeds from the sale of the Noteswill be segregated from the proceeds of the sale of any suchcommercial paper by being placed in a separate account; (b) theIssuer will institute appropriate corporate procedures to ensurethat the offers and sales of notes issued by the Issuer pursuant tothe Section 3(a)(3) exemption are not integrated with offerings andsales of Notes hereunder; and (c) the Issuer will comply with eachof the requirements of Section 3(a)(3) of the Securities Act inselling commercial paper or other short-term debt securities otherthan the Notes in the United States.

(j) The Issuer herebyagrees that, not later than 15 days after the first sale of Notesas contemplated by this Agreement, it will file with the SEC anotice on Form D in accordance with Rule 503 under the SecuritiesAct and that it will thereafter file such amendments to such noticeas Rule 503 may require.

(k) The Dealer understandsand acknowledges that the Issuer intends to use a portion of theproceeds from the sale of Notes for the repurchase of theIssuer’s securities, which repurchase will be deemed“buying, carrying or trading securities” within themeaning of Regulation T and the interpretations thereunder by theBoard of Governors of the Federal Reserve System.  The Issuershall notify the Dealer at such time that the proceeds from thesale of Notes will not be used for the repurchase of theIssuer’s securities.

1.7        TheIssuer hereby represents and warrants to the Dealer, in connectionwith offers, sales and resales of Notes, as follows:

The Issuer hereby confirms to the Dealer that (except aspermitted by Section 1.6(i)) within the preceding six monthsneither the Issuer nor any person other than the Dealer or theother dealers referred to in Section 1.2 hereof acting on behalf ofthe Issuer has offered or sold any Notes, or any substantiallysimilar security of the Issuer (including, without limitation,medium-term notes issued by the Issuer), to, or solicited offers tobuy any such security from, any person other than the Dealer or theother dealers referred to in Section 1.2 hereof.  The Issueralso agrees that (except as permitted by Section 1.6(i)), as longas the Notes are being offered for sale by the Dealer and the otherdealers referred to in Section 1.2 hereof as contemplated herebyand until at least six months after the offer of Notes hereunderhas been terminated, neither the Issuer nor any person other thanthe Dealer or the other dealers referred to in Section 1.2 hereof(except as contemplated by Section 1.2 hereof) will offer the Notesor any substantially similar security of the Issuer for sale to, orsolicit offers to buy any such security from, any person other thanthe Dealer or the other dealers referred to in Section 1.2 hereof,it being understood that such agreement is made with a view tobringing the offer and sale of the Notes within the exemptionprovided by Section 4(2) of the Securities Act and Rule 506thereunder and shall survive any termination of thisAgreement.  The Issuer hereby represents and warrants that ithas not taken or omitted to take, and will not take or omit totake, any action that would cause the offering and sale of Noteshereunder to be integrated with any other offering of securities,whether such offering is made by the Issuer or some other party orparties, under circumstances that would cause the offering and saleof the Notes by the Issuer to fail to be exempt under Section 4(2)of the Securities Act.

Subject to Section 1.6(k), the Issuer represents and agrees thatthe proceeds of the sale of the Notes are not currentlycontemplated to be used for the purpose of buying, carrying ortrading securities within the meaning of Regulation T and theinterpretations thereunder by the Board of Governors of the FederalReserve System.  In the event that the Issuer determines touse such proceeds for the purpose of buying, carrying or tradingsecurities, whether in connection with an acquisition of anothercompany or otherwise, the Issuer shall give the Dealer at leastfive business days’ prior written notice to thateffect.  The Issuer shall also give the Dealer prompt noticeof the actual date that it commences to purchase securities withthe proceeds of the Notes.  Thereafter, in the event that theDealer purchases Notes as principal and does not resell such Noteson the day of such purchase, to the extent necessary to comply withRegulation T and the interpretations thereunder, the Dealer willsell such Notes either (i) only to offerees it reasonably believesto be Qualified Institutional Buyers or to Qualified InstitutionalBuyers it reasonably believes are acting for other QualifiedInstitutional Buyers, in each case in accordance with Rule 144A or(ii) in a manner which would not cause a violation of Regulation Tand the interpretations thereunder.

Representations and Warranties ofIssuer.

      The Issuerrepresents and warrants that:

The Issuer is a corporation duly organized, validly existing andin good standing under the laws of the jurisdiction of itsincorporation and has all the requisite power and authority toexecute, deliver and perform its obligations under the Notes, thisAgreement and the Issuing and Paying Agency Agreement.

This Agreement and the Issuing and Paying Agency Agreement havebeen duly authorized, executed and delivered by the Issuer andconstitute legal, valid and binding obligations of the Issuerenforceable against the Issuer in accordance with their terms,subject to applicable bankruptcy, insolvency and similar lawsaffecting creditors’ rights generally, and subject, as toenforceability, to general principles of equity (regardless ofwhether enforcement is sought in a proceeding in equity or atlaw).

The Notes have been duly authorized, and when issued as providedin the Issuing and Paying Agency Agreement, will be duly andvalidly issued and will constitute legal, valid and bindingobligations of the Issuer enforceable against the Issuer inaccordance with their terms, subject to applicable bankruptcy,insolvency and similar laws affecting creditors’ rightsgenerally, and subject, as to enforceability, to general principlesof equity (regardless of whether enforcement is sought in aproceeding in equity or at law).

Assuming compliance by the Dealer with the procedures applicableto it set forth in Section 1 hereof, the offer and sale of theNotes in the manner contemplated hereby do not require registrationof the Notes under the Securities Act, pursuant to the exemptionfrom registration contained in Section 4(2) thereof and RegulationD thereunder, and no indenture in respect of the Notes is requiredto be qualified under the Trust Indenture Act of 1939, asamended.

The Notes will rank at least pari passu with all other unsecuredand unsubordinated indebtedness of the Issuer.

Assuming compliance by the Dealer with the procedures applicableto it set forth in Section 1 hereof, no consent or action of, orfiling or registration with, any governmental or public regulatorybody or authority, including the SEC, is required to authorize, oris otherwise required in connection with the execution, delivery orperformance of, this Agreement, the Notes or the Issuing and PayingAgency Agreement, except (i) as may be required by the securitiesor Blue Sky laws of the various states in connection with the offerand sale of the Notes and (ii) as provided in Section 1.6(j)hereof.

Neither the execution and delivery of this Agreement and theIssuing and Paying Agency Agreement, nor the issuance of the Notesin accordance with the Issuing and Paying Agency Agreement, nor thefulfillment of or compliance with the terms and provisions hereofor thereof by the Issuer, will (i) result in the creation orimposition of any mortgage, lien, charge or encumbrance of anynature whatsoever upon any of the properties or assets of theIssuer, or (ii) violate or result in a breach or a default underany of the terms of the Issuer’s charter documents orby-laws, any contract or instrument to which the Issuer is a partyor by which it or its property is bound, or any law or regulation,or any order, writ, injunction or decree of any court or governmentinstrumentality, to which the Issuer is subject or by which it orits property is bound, which breach or default, in each case, couldreasonably be expected to have a material adverse effect on thefinancial condition or results of operations of the Issuer and itssubsidiaries taken as a whole or the ability of the Issuer toperform its obligations under this Agreement, the Notes or theIssuing and Paying Agency Agreement.

Except as disclosed in the Company Information, there is nolitigation or governmental proceeding pending, or to the knowledgeof the Issuer threatened, against or affecting the Issuer or any ofits subsidiaries which might result in a material adverse change inthe financial condition or results of operations of the Issuer andits subsidiaries taken as a whole or the ability of the Issuer toperform its obligations under this Agreement, the Notes or theIssuing and Paying Agency Agreement.

The Issuer is not an “investment company” within themeaning of the Investment Company Act of 1940, as amended.

Neither the Private Placement Memorandum nor the CompanyInformation contains any untrue statement of a material fact oromits to state a material fact required to be stated therein ornecessary to make the statements therein, in light of thecircumstances under which they were made, not misleading.

Each (a) issuance of Notes by the Issuer hereunder and (b)amendment or supplement of the Private Placement Memorandum shallbe deemed a representation and warranty by the Issuer to theDealer, as of the date thereof, that, both before and after givingeffect to such issuance and after giving effect to such amendmentor supplement, (i) the representations and warranties given by theIssuer set forth in this Section 2 remain true and correct on andas of such date as if made on and as of such date, (ii) in the caseof an issuance of Notes, the Notes being issued on such date havebeen duly and validly issued and constitute legal, valid andbinding obligations of the Issuer, enforceable against the Issuerin accordance with their terms, subject to applicable bankruptcy,insolvency and similar laws affecting creditors’ rightsgenerally and subject, as to enforceability, to general principlesof equity (regardless of whether enforcement is sought in aproceeding in equity or at law), and (iii) in the case of anissuance of Notes, since the date of the most recent PrivatePlacement Memorandum, there has been no material adverse change inthe financial condition or results of operations of the Issuer andits subsidiaries taken as a whole which has not been disclosed tothe Dealer in writing.

Covenants and Agreements of Issuer.

      The Issuercovenants and agrees that:

The Issuer will give the Dealer prompt notice (but in any eventprior to any subsequent issuance of Notes hereunder) of anyamendment to, modification of or waiver with respect to, the Notesor the Issuing and Paying Agency Agreement, including a completecopy of any such amendment, modification or waiver.

(a) The Issuer shall not request the Dealer to place or purchaseNotes whenever there shall have occurred any event that couldreasonably be expected to have a material adverse effect on thefinancial condition or results of operations of the Issuer and itssubsidiaries taken as a wholethat would effectthe Issuer’s ability to perform its obligations underthis Agreement or the Notes (including any downgrading or receiptof any notice of intended or potential downgrading or any reviewfor potential change in the rating accorded any of theIssuer’s securities by any nationally recognized statisticalrating organization which has published a rating of the Notes), andshall promptly, and in any event prior to any subsequent issuanceof Notes hereunder, notify the Dealer (by telephone, confirmed inwriting) of such change, development or occurrence.  (b) Thenotice required by this Section 3.2 (including its contents) shallbe held in confidence by the Dealer and not disclosed unless suchdisclosure is consented to in writing by the Issuer or is requiredby applicable law or regulation.

(a) The Issuer shall from time to time furnish to the Dealersuch information as the Dealer may reasonably request, including,without limitation, any press releases or material provided by theIssuer to any national securities exchange or rating agency,regarding (i) the Issuer’s operations and financialcondition, (ii) the due authorization and execution of the Notesand (iii) the Issuer’s ability to pay the Notes as theymature.  (b) Any non-public information provided by the Issuerto the Dealer pursuant to this Section 3.3 shall be held inconfidence by the Dealer and not disclosed unless such disclosureis consented to in writing by the Issuer or is required byapplicable law or regulation.  Upon specific request from theDealer, the Issuer shall identify whether such information providedpursuant to this Section 3.3 is “non-public” forpurposes of this Section 3.3.

The Issuer will take all such action as the Dealer mayreasonably request to ensure that each offer and each sale of theNotes will comply with any applicable state Blue Sky laws;provided, however, that the Issuer shall not be obligated to fileany general consent to service of process or to qualify as aforeign corporation in any jurisdiction in which it is not soqualified or subject itself to taxation in respect of doingbusiness in any jurisdiction in which it is not otherwise sosubject.

The Issuer will not be in default of any of its obligationshereunder, under the Notes or under the Issuing and Paying AgencyAgreement, at any time that any of the Notes are outstanding.

The Issuer shall not issue Notes hereunder until the Dealershall have received (a) an opinion of counsel to the Issuer,addressed to the Dealer, satisfactory in form and substance to theDealer, (b) a copy of the executed Issuing and Paying AgencyAgreement as then in effect, (c) a copy of resolutions adopted bythe Board of Directors of the Issuer, satisfactory in form andsubstance to the Dealer and certified by the Secretary or similarofficer of the Issuer, authorizing execution and delivery by theIssuer of this Agreement, the Issuing and Paying Agency Agreementand the Notes and consummation by the Issuer of the transactionscontemplated hereby and thereby, (d) prior to the issuance of anybook-entry Notes represented by a master note registered in thename of DTC or its nominee, a copy of the executed Letter ofRepresentations among the Issuer, the Issuing and Paying Agent andDTC and of the executed master note, (e) prior to the issuance ofany Notes in physical form, a copy of such form (unless attached tothis Agreement or the Issuing and Paying Agency Agreement) and (f)such other certificates, opinions, letters and documents as theDealer shall have reasonably requested.

The Issuer shall reimburse the Dealer for all of theDealer’s out-of-pocket expenses related to this Agreement,including expenses incurred in connection with its preparation andnegotiation, and the transactions contemplated hereby (including,but not limited to, the printing and distribution of the PrivatePlacement Memorandum), and, if applicable, for the reasonable feesand out-of-pocket expenses of the Dealer’s counsel, not toexceed $5,000.

Disclosure.

The Private Placement Memorandum and its contents (other thanthe Dealer Information) shall be the sole responsibility of theIssuer.  The Private Placement Memorandum shall contain astatement expressly offering an opportunity for each prospectivepurchaser to ask questions of, and receive answers from, the Issuerconcerning the offering of Notes and to obtain relevant additionalinformation which the Issuer possesses or can acquire withoutunreasonable effort or expense.

The Issuer agrees to promptly furnish the Dealer the CompanyInformation as it becomes available.

(a)  The Issuer further agrees to notify the Dealerpromptly upon the occurrence of any event relating to or affectingthe Issuer that would cause the Company Information then inexistence to include an untrue statement of a material fact or toomit to state a material fact necessary in order to make thestatements contained therein, in light of the circumstances underwhich they are made, not misleading. Any notice required to begiven by the Issuer pursuant to this Section 4.3 (a) (including itscontents) shall be held in confidence by the Dealer and notdisclosed unless such disclosure is consented to in writing by theIssuer or is required by applicable law or regulation. Notwithstanding the foregoing, the Issuer shall have no obligationto so notify the Dealer if (i) the Issuer has temporarily suspendedoffers and sales of the Notes and has given the Dealer writtennotice of such suspension, and (ii) there are no Notesoutstanding.  In the event that the Issuer wishes to resumeoffers and sales of the Notes, it shall, at least five (5) businessdays prior to the proposed effective date of such resumption, (i)give the Dealer written notice thereof, and (ii) either (x) confirmthat the then current Private Placement Memorandum and CompanyInformation do not violate the representation contained in Section2.10 of this Agreement, or (y) if the representation contained inSection 2.10 cannot be made, provide to the Dealer an updatedPrivate Placement Memorandum that will permit the representation tobe made.

In the event that the Issuer gives the Dealernotice pursuant to Section 4.3(a) and the Dealer notifies theIssuer that it then has Notes it is holding in inventory, (i) theIssuer agrees promptly to supplement or amend the Private PlacementMemorandum so that the Private Placement Memorandum, as amended orsupplemented, shall not contain an untrue statement of a materialfact or omit to state a material fact necessary in order to makethe statements therein, in light of the circumstances under whichthey were made, not misleading, and the Issuer shall make suchsupplement or amendment available to the Dealer or (ii) if theIssuer chooses not to promptly amend or supplement the PrivatePlacement Memorandum, the issuer shall, if required by the Dealer,purchase from the Dealer any such Notes held in inventory at aprice equal to the face amount thereof discounted on a ratablebasis based on the Issuer’s market rate reflecting theremaining period until maturity in relation to the original term,provided that no commissions or fees will be paid to such Dealer inconnection with any such repurchase pursuant to this Section4.3(b)(ii).  Any sales by Dealer to Issuer pursuant to Section4.3(b)(ii) will be on a T+2 settlement basis, unless otherwiseagreed to in writing between Dealer and Issuer.****

In the event that (i) the Issuer gives the Dealernotice pursuant to Section 4.3(a), (ii) the Dealer does notnotify the Issuer that it is then holding Notes in inventory and(iii) the Issuer chooses not to promptly amend or supplementthe Private Placement Memorandum in the manner described in clause(b) above, then all solicitations and sales of Notes shall besuspended until such time as the Issuer has so amended orsupplemented the Private Placement Memorandum, and made suchamendment or supplement available to the Dealer.

**5.  Indemnification and Contribution.**

The Issuer will indemnify and hold harmless the Dealer, eachindividual, corporation, partnership, trust, association or otherentity controlling the Dealer, any affiliate of the Dealer or anysuch controlling entity and their respective directors, officers,employees, partners, incorporators, shareholders, servants,trustees and agents (hereinafter the “Indemnitees”)against any and all liabilities, penalties, suits, causes ofaction, losses, damages, claims, costs and expenses (including,without limitation, fees and disbursements of counsel) or judgmentsof whatever kind or nature (each a “Claim”), imposedupon, incurred by or asserted against the Indemnitees arising outof or based upon (i) any allegation that the Private PlacementMemorandum, the Company Information or any information provided bythe Issuer to the Dealer included (as of any relevant time) orincludes an untrue statement of a material fact or omitted (as ofany relevant time) or omits to state any material fact necessary tomake the statements therein, in light of the circumstances underwhich they were made, not misleading or (ii) arising out of orbased upon the breach by the Issuer of any agreement, covenant orrepresentation made in or pursuant to this Agreement.  Thisindemnification shall not apply to the extent that the Claim arisesout of or is based upon (i) Dealer Information or (ii) the grossnegligence or willful misconduct of the Dealer in the performanceor failure to perform its obligations hereunder.

Provisions relating to claims made for indemnification underthis Section 5 are set forth on Exhibit B to this Agreement.

In order to provide for just and equitable contribution incircumstances in which the indemnification provided for in thisSection 5 is held to be unavailable or insufficient to holdharmless the Indemnitees, although applicable in accordance withthe terms of this Section 5, the Issuer shall contribute to theaggregate costs incurred by the Dealer in connection with any Claimin the proportion of the respective economic interests of theIssuer and the Dealer; provided, however, that such contribution bythe Issuer shall be in an amount such that the aggregate costsincurred by the Dealer do not exceed the aggregate of thecommissions and fees earned by the Dealer hereunder with respect tothe issue or issues of Notes to which such Claim relates.  Therespective economic interests shall be calculated by reference tothe aggregate proceeds to the Issuer of the Notes issued hereunderand the aggregate commissions and fees earned by the Dealerhereunder.

**6.  Definitions.**

“Claim” shall have the meaning set forth in Section5.1.

“Company Information” at any given time shall meanthe Private Placement Memorandum (other than the DealerInformation) together with, to the extent applicable, (i) theIssuer’s most recent report on Form 10-K filed with the SECand each report on Form 10-Q or 8-K filed by the Issuer with theSEC since the most recent Form 10-K, (ii) the Issuer’s mostrecent annual audited financial statements and each interimfinancial statement or report prepared subsequent thereto, if notincluded in item (i) above, (iii) the Issuer’s other publiclyavailable recent reports, including, but not limited to, anypublicly available filings or reports provided to their respectiveshareholders, (iv) any other information or disclosure preparedpursuant to Section 4.3 hereof and (v) any information prepared orapproved by the Issuer and delivered to the Dealer in writing fordissemination to investors or potential investors in theNotes..

“Dealer Information” shall mean material concerningthe Dealer provided by the Dealer in writing expressly forinclusion in the Private Placement Memorandum.

“Exchange Act” shall mean the U.S. SecuritiesExchange Act of 1934, as amended.

“Indemnitee” shall have the meaning set forth inSection 5.1.

“Institutional Accredited Investor” shall mean aninstitutional investor that is an accredited investor within themeaning of Rule 501 under the Securities Act and that has suchknowledge and experience in financial and business matters that itis capable of evaluating and bearing the economic risk of aninvestment in the Notes, including, but not limited to, a bank, asdefined in Section 3(a)(2) of the Securities Act, or a savings andloan association or other institution, as defined in Section3(a)(5)(A) of the Securities Act, whether acting in its individualor fiduciary capacity.

“Issuing and Paying Agency Agreement” shall mean theissuing and paying agency agreement described on the cover page ofthis Agreement, as such agreement may be amended or supplementedfrom time to time.

“Issuing and Paying Agent” shall mean the partydesignated as such on the cover page of this Agreement, as issuingand paying agent under the Issuing and Paying Agency Agreement, orany successor thereto in accordance with the Issuing and PayingAgency Agreement.

“Non-bank fiduciary or agent” shall mean a fiduciaryor agent other than (a) a bank, as defined in Section 3(a)(2) ofthe Securities Act, or (b) a savings and loan association, asdefined in Section 3(a)(5)(A) of the Securities Act.

“Private Placement Memorandum” shall mean offeringmaterials prepared in accordance with Section 4 (includingmaterials referred to therein or incorporated by reference therein,if any) provided to purchasers and prospective purchasers of theNotes, and shall include amendments and supplements thereto whichmay be prepared from time to time in accordance with this Agreement(other than any amendment or supplement that has been completelysuperseded by a later amendment or supplement).

“Qualified Institutional Buyer” shall have themeaning assigned to that term in Rule 144A under the SecuritiesAct.

“Rule 144A” shall mean Rule 144A under theSecurities Act.

“SEC” shall mean the U.S. Securities and ExchangeCommission.

“Securities Act” shall mean the U.S. Securities Actof 1933, as amended.

“Sophisticated Individual Accredited Investor” shallmean an individual who (a) is an accredited investor within themeaning of Regulation D under the Securities Act and (b) based onhis or her pre-existing relationship with the Dealer, is reasonablybelieved by the Dealer to be a sophisticated investor (i)possessing such knowledge and experience (or represented by afiduciary or agent possessing such knowledge and experience) infinancial and business matters that he or she is capable ofevaluating and bearing the economic risk of an investment in theNotes and (ii) having not less than $5 million in investments (asdefined, for purposes of this section, in Rule 2a51-1 under theInvestment Company Act of 1940, as amended).

“Regulation D”  shall mean Regulation D (Rules501 et seq.) under the Securities Act.

**7.  General**

Unless otherwise expressly provided herein, all notices underthis Agreement to parties hereto shall be in writing and shall beeffective when received at the address of the respective party setforth in the Addendum to this Agreement.

This Agreement shall be governed by and construed in accordancewith the laws of the State of New York, without regard to itsconflict of laws provisions.

The Issuer agrees that any suit, action or proceeding brought bythe Issuer against the Dealer in connection with or arising out ofthis Agreement or the Notes or the offer and sale of the Notesshall be brought solely in the United States federal courts locatedin the Borough of Manhattan or the courts of the State of New Yorklocated in the Borough of Manhattan.  EACH OF THE DEALER ANDTHE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION ORPROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONSCONTEMPLATED HEREBY.

This Agreement may be terminated, at any time, by the Issuer,upon one business day’s prior notice to such effect to theDealer, or by the Dealer upon one business day’s prior noticeto such effect to the Issuer.  Any such termination, however,shall not affect the obligations of the Issuer under Sections3.2(b), 3.3(b), 3.7, 4.3(a), 5 and 7.3 hereof or the respectiverepresentations, warranties, agreements, covenants, rights orresponsibilities of the parties made or arising prior to thetermination of this Agreement.

This Agreement is not assignable by either party hereto withoutthe written consent of the other party; provided, however, that theDealer may assign its rights and obligations under this Agreementto any affiliate of the Dealer.

This Agreement may be signed in any number of counterparts, eachof which shall be an original, with the same effect as if thesignatures thereto and hereto were upon the same instrument.

This Agreement is for the exclusive benefit of the partieshereto, and their respective permitted successors and assignshereunder, and shall not be deemed to give any legal or equitableright, remedy or claim to any other person whatsoever.

  IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as ofthe date and year first above written.
| **THE CLOROXCOMPANY**, **as****Issuer**                     | **CITIGROUP GLOBALMARKETS INC.,****as Dealer** |
|-------------------------------------------------------------|------------------------------------------------|
| By: /s/ DANIEL J.HEINRICH                                   | By: /s/ W. RANDOLPHHARRISON                    |
| Name:  DANIEL J.HEINRICH                               | Name:  W. RANDOLPHHARRISON                |
| Title: Senior VicePresident – Chief Financial Officer | Title: ManagingDirector                        |

**Addendum**

The following additionalclauses shall apply to the Agreement and be deemed a partthereof.

The other dealers referred to in clause (b) of Section 1.2 ofthe Agreement are J.P. Morgan Securities Inc., Goldman, Sachs &Co. and Banc of America Securities LLC.

The addresses of the respective parties for purposes of noticesunder Section 7.1 are as follows:

***For the Issuer: TheClorox Company***

Address: 1221 Broadway,Oakland, CA 94612   

Attention:  LaunySenee, Assistant Treasurer     

Telephone number: (510)271-7250

Fax number: (510)271-6590

***For the Dealer:Citigroup Global Markets Inc.***

Address: 390 GreenwichStreet, 5th Floor, New York, NY  10013

Attention: CP InvestorMarketing

Telephone number: (212)723-6364

Fax number: (212)723-8624

 

**ExhibitA**

**Form ofLegend for Private Placement Memorandum and Notes**

THE NOTES HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“ACT”), OR ANY OTHER APPLICABLE SECURITIES LAW, ANDOFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH ANAPPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACTAND ANY APPLICABLE STATE SECURITIES LAWS.  BY ITS ACCEPTANCEOF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I) ITHAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TOTHE ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH AVIEW TO ANY DISTRIBUTION THEREOF AND (III) IT IS EITHER (A)(1) ANINSTITUTIONAL INVESTOR OR SOPHISTICATED INDIVIDUAL INVESTOR THAT ISAN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THEACT AND WHICH, IN THE CASE OF AN INDIVIDUAL, (i) POSSESSES SUCHKNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HEOR SHE IS CAPABLE OF EVALUATING AND BEARING THE ECONOMIC RISK OF ANINVESTMENT IN THE NOTES AND (ii) HAS NOT LESS THAN $5 MILLION ININVESTMENTS (AN “INSTITUTIONAL ACCREDITED INVESTOR” OR“SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR”,RESPECTIVELY) AND (2)(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii)A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS ANDLOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARYCAPACITY OR (iii) A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK ORSAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES FOR ONE OR MOREACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITEDINVESTOR OR SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR; OR (B) AQUALIFIED INSTITUTIONAL BUYER (“QIB”) WITHIN THEMEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITSOWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH ACCOUNTS ISA QIB; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THESELLER MAY RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONSOF SECTION 5 OF THE ACT PROVIDED BY RULE 144A.  BY ITSACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL ALSO BE DEEMED TOAGREE THAT ANY RESALE OR OTHER TRANSFER THEREOF WILL BE MADE ONLY(A) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER(1) TO THE ISSUER OR TO A PLACEMENT AGENT DESIGNATED BY THE ISSUERAS A PLACEMENT AGENT FOR THE NOTES (COLLECTIVELY, THE“PLACEMENT AGENTS”), NONE OF WHICH SHALL HAVE ANYOBLIGATION TO ACQUIRE SUCH NOTE, (2) THROUGH A PLACEMENT AGENT TOAN INSTITUTIONAL ACCREDITED INVESTOR, SOPHISTICATED INDIVIDUALACCREDITED INVESTOR OR A QIB, OR (3) TO A QIB IN A TRANSACTION THATMEETS THE REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS OF$250,000.

 

**ExhibitB**

**FurtherProvisions Relating to Indemnification**

(a)  The Issueragrees to reimburse each Indemnitee for all expenses (includingreasonable fees and disbursements of internal and external counsel)as they are incurred by it in connection with investigating ordefending any loss, claim, damage, liability or action in respectof which indemnification may be sought under Section 5 of theAgreement (whether or not it is a party to any suchproceedings).

(b)  Promptly afterreceipt by an Indemnitee of notice of the existence of a Claim,such Indemnitee will, if a claim in respect thereof is to be madeagainst the Issuer, notify the Issuer in writing of the existencethereof; provided that (i) the omission so to notify the Issuerwill not relieve the Issuer from any liability which it may havehereunder unless and except to the extent it did not otherwiselearn of such Claim and the Issuer is materially prejudicedthereby, and (ii) the omission so to notify the Issuer will notrelieve it from liability which it may have to an Indemniteeotherwise than on account of this indemnity agreement.  Incase any such Claim is made against any Indemnitee and it notifiesthe Issuer of the existence thereof, the Issuer will be entitled toparticipate therein, and to the extent that it may elect by writtennotice delivered to the Indemnitee, to assume the defense thereof,with counsel reasonably satisfactory to such Indemnitee; providedthat if the defendants in any such Claim include both theIndemnitee and the Issuer, and the Indemnitee shall have concludedthat there may be legal defenses available to it which aredifferent from or additional to those available to the Issuer, theIssuer shall not have the right to direct the defense of such Claimon behalf of such Indemnitee, and the Indemnitee shall have theright to select separate counsel to assert such legal defenses onbehalf of such Indemnitee.  Upon receipt of notice from theIssuer to such Indemnitee of the Issuer’s election so toassume the defense of such Claim and approval by the Indemnitee ofcounsel, the Issuer will not be liable to such Indemnitee forexpenses incurred thereafter by the Indemnitee in connection withthe defense thereof (other than reasonable costs of investigation)unless (i) the Indemnitee shall have employed separate counsel inconnection with the assertion of legal defenses in accordance withthe proviso to the next preceding sentence (it being understood,however, that the Issuer shall not be liable for the expenses ofmore than one separate counsel (in addition to any local counsel inthe jurisdiction in which any Claim is brought), approved by theDealer, representing the Indemnitee who is party to such Claim),(ii) the Issuer shall not have employed counsel reasonablysatisfactory to the Indemnitee to represent the Indemnitee within areasonable time after notice of existence of the Claim or (iii) theIssuer has authorized in writing the employment of counsel for theIndemnitee.  The indemnity, reimbursement and contributionobligations of the Issuer hereunder shall be in addition to anyother liability the Issuer may otherwise have to an Indemnitee andshall be binding upon and inure to the benefit of any successors,assigns, heirs and personal representatives of the Issuer and anyIndemnitee.  The Issuer agrees that without the Dealer’sprior written consent, it will not settle, compromise or consent tothe entry of any judgment in any Claim in respect of whichindemnification may be sought under the indemnification provisionof the Agreement (whether or not the Dealer or any other Indemniteeis an actual or potential party to such Claim), unless suchsettlement, compromise or consent includes an unconditional releaseof each Indemnitee from all liability arising out of suchClaim.