**ISSUING ANDPAYING AGENCY AGREEMENT**

           This Agreement, dated as of November 10, 2004, is by and between The Clorox Company (the**“Issuer”**) andJPMorganTrust Company, National Association(**“JPMorgan”**).

1.        **APPOINTMENT AND ACCEPTANCE**

           The Issuer hereby appoints JPMorgan as its issuing and paying agentin connection with the issuance and payment of certain short-termpromissory notes of the Issuer (the **“Notes”**), asfurther described herein, and JPMorgan agrees to act as such agentupon the terms and conditions contained in thisAgreement.

2.        **COMMERCIAL PAPER PROGRAMS**

           The Issuer may establish one or more commercial paper programsunder this Agreement by delivering to JPMorgan a completed programschedule (the **“Program Schedule”**), with respectto each such program.  JPMorgan has given the Issuer acopy of the current form of Program Schedule and the Issuer shallcomplete and return its first Program Schedule to JPMorgan prior toor simultaneously with the execution of this Agreement.  Inthe event that any of the information provided in, or attached to,a Program Schedule shall change, the Issuer shall promptly informJPMorgan of such change in writing.

3.        **NOTES**

           All Notes issued by the Issuer under this Agreement shall beshort-term promissory notes, exempt from the registrationrequirements of the Securities Act of 1933, as amended, asindicated on the Program Schedules, and from applicable statesecurities laws.  The Notes may be placed by dealers (the**“Dealers”**) pursuant to Section 4 hereof. Notes shall be issued in either certificated or book-entryform.

4.        **AUTHORIZED REPRESENTATIVES**

           The Issuer shall deliver to JPMorgan a duly adopted corporateresolution from the Issuer’s Board of Directors (or othergoverning body) authorizing the issuance of Notes under eachprogram established pursuant to this Agreement and a certificate ofincumbency, with specimen signatures attached, of those officers,employees and agents of the Issuer authorized to take certainactions with respect to the Notes as provided in this Agreement(each such person is hereinafter referred to as an**“Authorized Representative”**).  UntilJPMorgan receives any subsequent incumbency certificates of theIssuer, JPMorgan shall be entitled to rely on the last incumbencycertificate delivered to it for the purpose of determining theAuthorized Representatives.  The Issuer represents andwarrants that each Authorized Representative may appoint otherofficers, employees and agents of the Issuer (the**“Delegates”**), including without limitation anyDealers, to issue instructions to JPMorgan under this Agreement,and take other actions on the Issuer’s behalf hereunder,provided that notice of the appointment of each Delegate isdelivered to JPMorgan in writing.  Each such appointment shallremain in effect unless and until revoked by the Issuer in awritten notice to JPMorgan.

5.        **CERTIFICATED NOTES**

           If and when the Issuer intends to issue certificated notes(**“Certificated Notes”**), the Issuer and JPMorganshall agree upon the form of such Notes.  Thereafter, theIssuer shall from time to time deliver to JPMorgan adequatesupplies of Certificated Notes which will be in bearer form,serially numbered, and shall be executed by the manual or facsimilesignature of an Authorized Representative.  JPMorgan willacknowledge receipt of any supply of Certificated Notes receivedfrom the Issuer, noting any exceptions to the shipping manifest ortransmittal letter (if any), and will hold the Certificated Notesin safekeeping for the Issuer in accordance with JPMorgan’scustomary practices.  JPMorgan shall not have any liability tothe Issuer to determine by whom or by what means a facsimilesignature may have been affixed on Certificated Notes, or todetermine whether any facsimile or manual signature is genuine, ifsuch facsimile or manual signature resembles the specimen signatureattached to the Issuer’s certificate of incumbency withrespect to such Authorized Representative.  Any CertificatedNote bearing the manual or facsimile signature of a person who isan Authorized Representative on the date such signature was affixedshall bind the Issuer after completion thereof by JPMorgan,notwithstanding that such person shall have ceased to hold his orher office on the date such Note is countersigned or delivered byJPMorgan.

6.        **BOOK-ENTRY NOTES**

           The Issuer’s book-entry notes (**“Book-EntryNotes”**) shall not be issued in physical form, but theiraggregate face amount shall be represented by a master note (the**“Master Note”**) in the form of Exhibit A executedby the Issuer pursuant to the book-entry commercial paper programof The Depository Trust Company (**“DTC”**). JPMorgan shall maintain the Master Note in safekeeping, inaccordance with its customary practices, on behalf of Cede &Co., the registered owner thereof and nominee of DTC.  As longas Cede & Co. is the registered owner of the Master Note, thebeneficial ownership interest therein shall be shown on, and thetransfer of ownership thereof shall be effected through, entries onthe books maintained by DTC and the books of its direct andindirect participants.  The Master Note and the Book-EntryNotes shall be subject to DTC’s rules and procedures, asamended from time to time.  JPMorgan shall not be liable orresponsible for sending transaction statements of any kind toDTC’s participants or the beneficial owners of the Book-EntryNotes, or for maintaining, supervising or reviewing the records ofDTC or its participants with respect to such Notes.  Inconnection with DTC’s program, the Issuer understands that asone of the conditions of its participation therein, it shall benecessary for the Issuer and JPMorgan to enter into a Letter ofRepresentations, in the form of Exhibit B hereto, and for DTC toreceive and accept such Letter of Representations.  Inaccordance with DTC’s program, JPMorgan shall obtain from theCUSIP Service Bureau a written list of CUSIP numbers forIssuer’s Book-Entry Notes, and JPMorgan shall deliver suchlist to DTC.  The CUSIP Service Bureau shall bill the Issuerdirectly for the fee or fees payable for the list of CUSIP numbersfor the Issuer’s Book-Entry Notes.

7.        **ISSUANCE INSTRUCTIONS TO JPMORGAN; PURCHASEPAYMENTS**

           The Issuer understands that all instructions under this Agreementare to be directed to JPMorgan’s Commercial Paper OperationsDepartment.  JPMorgan shall provide the Issuer, or, ifapplicable, the Issuer’s Dealers, with access toJPMorgan’s Money Market Issuance System or other electronicmeans (collectively, the **“System”**) in order thatJPMorgan may receive electronic instructions for the issuance ofNotes. Electronic instructions must be transmitted in accordancewith the procedures furnished by JPMorgan to the Issuer or itsDealers in connection with the System.  These transmissionsshall be the equivalent to the giving of a duly authorized writtenand signed instruction which JPMorgan may act upon withoutliability.  In the event that the System is inoperable at anytime, an Authorized Representative or a Delegate may deliverwritten, telephone or facsimile instructions to JPMorgan, whichinstructions shall be verified in accordance with any securityprocedures agreed upon by the parties.  JPMorgan shall incurno liability to the Issuer in acting upon instructions believed byJPMorgan in good faith to have been given by an AuthorizedRepresentative or a Delegate.  In the event that a discrepancyexists between a telephonic instruction and a written confirmation,the telephonic instruction will be deemed the controlling andproper instruction.  JPMorgan may electronically record anyconversations made pursuant to this Agreement, and the Issuerhereby consents to such recordings.  All issuance instructionsregarding the Notes must be received by 1:00 P.M. New York time inorder for the Notes to be issued or delivered on the sameday.

           (a)        **Issuance andPurchase of Book-EntryNotes.              **Upon receipt of issuance instructions from the Issuer or itsDealers with respect to Book-Entry Notes, JPMorgan shall transmitsuch instructions to DTC and direct DTC to cause appropriateentries of the Book-Entry Notes to be made in accordance withDTC’s applicable rules, regulations and procedures forbook-entry commercial paper programs.  JPMorgan shall assignCUSIP numbers to the Issuer’s Book-Entry Notes to identifythe Issuer’s aggregate principal amount of outstandingBook-Entry Notes in DTC’s system, together with the aggregateunpaid interest (if any) on such Notes.  Promptly followingDTC’s established settlement time on each issuance date,JPMorgan shall access DTC’s system to verify whethersettlement has occurred with respect to the Issuer’sBook-Entry Notes.  Prior to the close of business on suchbusiness day, JPMorgan shall deposit immediately available funds inthe amount of the proceeds due the Issuer (if any) to theIssuer’s account at JPMorgan and designated in the applicableProgram Schedule (the **“Account”**), providedthat JPMorgan has received DTC’s confirmation that theBook-Entry Notes have settled in accordance with DTC’sapplicable rules, regulations and procedures.  JPMorgan shallhave no liability to the Issuer whatsoever if any DTC participantpurchasing a Book-Entry Note fails to settle or delays in settlingits balance with DTC or if DTC fails to perform in anyrespect.

           (b)        **Issuance andPurchase of Certificated Notes.**  Upon receipt ofissuance instructions with respect to Certificated Notes, JPMorganshall: (a) complete each Certificated Note as to principal amount,date of issue, maturity date, place of payment, and rate or amountof interest (if such Note is interest bearing) in accordance withsuch instructions; (b) countersign each Certificated Note; and (c)deliver each Certificated Note in accordance with theIssuer’s instructions, except as otherwise set forthbelow.  Whenever JPMorgan is instructed to deliver anyCertificated Note by mail, JPMorgan shall strike from theCertificated Note the word “Bearer,” insert as payeethe name of the person so designated by the Issuer and effectdelivery by mail to such payee or to such other person as isspecified in such instructions to receive the CertificatedNote.  The Issuer understands that, in accordance with thecustom prevailing in the commercial paper market, delivery ofCertificated Notes shall be made before the actual receipt ofpayment for such Notes in immediately available funds, even if theIssuer instructs JPMorgan to deliver a Certificated Note againstpayment.  Therefore, once JPMorgan has delivered aCertificated Note to the designated recipient, the Issuer shallbear the risk that such recipient may fail to remit payment of suchNote or return such Note to JPMorgan.  Delivery ofCertificated Notes shall be subject to the rules of the New YorkClearing House in effect at the time of such delivery.  Fundsreceived in payment of Certificated Notes shall be credited to theAccount.

8.        **USE OF SALES PROCEEDS IN ADVANCE OF PAYMENT**

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           JPMorgan shall not be obligated to credit the Issuer’sAccount unless and until payment of the purchase price of each Noteis received by JPMorgan.  From time to time, JPMorgan, in itssole discretion, may permit the Issuer to have use of funds payablewith respect to a Note prior to JPMorgan’s receipt of thesales proceeds of such Note.  If JPMorgan makes a deposit,payment or transfer of funds on behalf of the Issuer beforeJPMorgan receives payment for any Note, such deposit, payment ortransfer of funds shall represent an advance by JPMorgan to theIssuer to be repaid promptly, and in any event on the same day asit is made, from the proceeds of the sale of such Note, or by theIssuer if such proceeds are not received by JPMorgan.

           

9.        **PAYMENT OF MATURED NOTES**

           Notice that the Issuer will not redeem any Note on the relativeInitial Redemption Date  (as defined in the applicableExtendible Commercial Note Announcement) must be received inwriting by JPMorgan by 11:00 A.M. on such Initial RedemptionDate.  On any other day when a Note matures or is prepaid, theIssuer shall transmit, or cause to be transmitted, to the Account,prior to 2:00 P.M. New York time on the same day, an amount ofimmediately available funds sufficient to pay the aggregateprincipal amount of such Note and any applicable interestdue.  JPMorgan shall pay the interest (if any) and principalon a Book-Entry Note to DTC in immediately available funds, whichpayment shall be by net settlement of JPMorgan’s account atDTC.  JPMorgan shall pay Certificated Notes uponpresentment.  JPMorgan shall have no obligation under theAgreement to make any payment for which there is not sufficient,available and collected funds in the Account, and JPMorgan may,without liability to the Issuer, refuse to pay any Note that wouldresult in an overdraft to the Account.

10.       **OVERDRAFTS**

           (a)        Intraday overdraftswith respect to each Account shall be subject to JPMorgan’spolicies as in effect from time to time.

(b)        Anoverdraft will exist in an Account if JPMorgan, in its solediscretion, (i) permits an advance to be made pursuant to Section 8and, notwithstanding the provisions of Section 8, such advance isnot repaid in full on the same day as it is made, or (ii) pays aNote pursuant to Section 9 in excess of the available collectedbalance in such Account.  Overdrafts shall be subject toJPMorgan’s established banking practices, including, withoutlimitation, the imposition of interest, funds usage charges andadministrative fees.  The Issuer shall repay any suchoverdraft, fees and charges no later than the next business day,together with interest on the overdraft at the rate established byJPMorgan for the Account, computed from and including the date ofthe overdraft to the date of repayment.

11.        **NOPRIOR COURSE OF DEALING**

           No prior action or course of dealing on the part of JPMorgan withrespect to advances of the purchase price or payments of maturedNotes shall give rise to any claim or cause of action by the Issueragainst JPMorgan in the event that JPMorgan refuses to pay orsettle any Notes for which the Issuer has not timely provided fundsas required by this Agreement.

12.       **RETURN OF CERTIFICATED NOTES**

           JPMorgan will in due course cancel any Certificated Note presentedfor payment and return such Note to the Issuer.  JPMorganshall also cancel and return to the Issuer any spoiled or voidedCertificated Notes.  Promptly upon written request of theIssuer or at the termination of this Agreement, JPMorgan shalldestroy all blank, unissued Certificated Notes in its possessionand furnish a certificate to the Issuer certifying suchactions.

13.       **INFORMATION FURNISHED BY JPMORGAN**

           Upon the reasonable request of the Issuer, JPMorgan shall promptlyprovide the Issuer with information with respect to any Note issuedand paid hereunder, provided, that the Issuer delivers suchrequest in writing and, to the extent applicable, includes theserial number or note number, principal amount, payee, date ofissue, maturity date, amount of interest (if any) and place ofpayment of such Note.

14.       **REPRESENTATIONS AND WARRANTIES**

           The Issuer represents and warrants that: (i) it has the right,capacity and authority to enter into this Agreement; and (ii) itwill comply with all of its obligations and duties under thisAgreement.  The Issuer further represents and agrees that eachNote issued and distributed upon its instruction pursuant to thisAgreement shall constitute the Issuer’s representation andwarranty to JPMorgan that such Note is a legal, valid and bindingobligation of the Issuer, and that such Note is being issued in atransaction which is exempt from registration under the SecuritiesAct of 1933, as amended, and any applicable state securitieslaw.

15.       **DISCLAIMERS**

           Neither JPMorgan nor its directors, officers, employees or agentsshall be liable for any act or omission under this Agreement exceptin the case of gross negligence or willful misconduct.  IN NOEVENT SHALL JPMORGAN BE LIABLE FOR SPECIAL, INDIRECT ORCONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER (INCLUDING BUTNOT LIMITED TO LOST PROFITS), EVEN IF JPMORGAN HAS BEEN ADVISED OFTHE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OFACTION.  In no event shall JPMorgan be considered negligent inconsequence of complying with DTC’s rules, regulations andprocedures.  The duties and obligations of JPMorgan, itsdirectors, officers, employees or agents shall be determined by theexpress provisions of this Agreement and they shall not be liableexcept for the performance of such duties and obligations as arespecifically set forth herein and no implied covenants shall beread into this Agreement against them.  Neither JPMorgan norits directors, officers, employees or agents shall be required toascertain whether any issuance or sale of any Notes (or anyamendment or termination of this Agreement) has been dulyauthorized or is in compliance with any other agreement to whichthe Issuer is a party (whether or not JPMorgan is also a party tosuch agreement).

16.       **INDEMNIFICATION**

           The Issuer agrees to indemnify and hold harmless JPMorgan, itsdirectors, officers, employees and agents from and against any andall liabilities, claims, losses, damages, penalties, costs andexpenses (including attorneys’ fees and disbursements)suffered or incurred by or asserted or assessed against JPMorgan orany of them arising out of JPMorgan or any of them acting as theIssuer’s agent under this Agreement, except for suchliability, claim, loss, damage, penalty, cost or expense resultingfrom the gross negligence or willful misconduct of JPMorgan, itsdirectors, officers, employees or agents.  This indemnity willsurvive the termination of this Agreement.

17.       **OPINION OF COUNSEL**

           The Issuer shall deliver to JPMorgan all documents it mayreasonably request relating to the existence of the Issuer andauthority of the Issuer for this Agreement, including, withoutlimitation, an opinion of counsel, satisfactory in form andsubstance to JPMorgan.

18.       **NOTICES**

           All notices, confirmations and other communications hereunder shall(except to the extent otherwise expressly provided) be in writingand shall be sent by first-class mail, postage prepaid, bytelecopier or by hand, addressed as follows, or to such otheraddress as the party receiving such notice shall have previouslyspecified to the party sending such notice:

If to theIssuer:              

Attention:  Launy Senee,Assistant Treasurer

1221 Broadway

Oakland, CA94612                   

Telephone: (510)271-7250

Fax number: (510)271-6590

If to JPMorgan concerning thedaily issuance and redemption of Notes:

Attn: Commercial PaperOperations

227 West Monroe Street,26th Floor

Chicago, IL60606

Telephone:       (312) 267-5100

Facsimile:        (312) 267-5210

                                   

Allother:                      Attn: Commercial Paper Administration

227 West Monroe Street,26th Floor

Chicago, IL60606

Telephone:            (312) 267-5040

 Facsimile:             (312) 267-5212

19.       **COMPENSATION**

           The Issuer shall pay compensation for services pursuant to thisAgreement in accordance with the pricing schedules furnished byJPMorgan to the Issuer from time to time and upon such paymentterms as the parties shall determine.  The Issuer shall alsoreimburse JPMorgan for any fees and charges imposed by DTC withrespect to services provided in connection with the Book-EntryNotes.

20.       **BENEFIT OF AGREEMENT**

           This Agreement is solely for the benefit of the parties hereto andno other person shall acquire or have any right under or by virtuehereof.

21.       **TERMINATION**

           This Agreement may be terminated at any time by either party bywritten notice to the other, but such termination shall not affectthe respective liabilities of the parties hereunder arising priorto such termination.

22.       **FORCE MAJEURE**

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**           **In no event shall JPMorgan be liable forany failure or delay in the performance of its obligationshereunder because of circumstances beyond JPMorgan’s control,including, but not limited to, acts of God, flood, war (whetherdeclared or undeclared), terrorism, fire, riot, strikes or workstoppages for any reason, embargo, government action, including anylaws, ordinances, regulations or the like which restrict orprohibit the providing of the services contemplated by thisAgreement, inability to obtain material, equipment, orcommunications or computer facilities, or the failure of equipmentor interruption of communications or computer facilities, and othercauses beyond JPMorgan’s control whether or not of the sameclass or kind as specifically named above.

23.       **ENTIRE AGREEMENT**

           This Agreement, together with the exhibits attached hereto,constitutes the entire agreement between JPMorgan and the Issuerwith respect to the subject matter hereof and supersedes in allrespects all prior proposals, negotiations, communications,discussions and agreements between the parties concerning thesubject matter of this Agreement.

24.       **WAIVERS AND AMENDMENTS**

           No failure or delay on the part of any party in exercising anypower or right under this Agreement shall operate as a waiver, nordoes any single or partial exercise of any power or right precludeany other or further exercise, or the exercise of any other poweror right. Any such waiver shall be effective only in the specificinstance and for the purpose for which it is given.  Noamendment, modification or waiver of any provision of thisAgreement shall be effective unless the same shall be in writingand signed by the Issuer and JPMorgan.

25.       **BUSINESS DAY**

           Whenever any payment to be made hereunder shall be due on a daywhich is not a business day for JPMorgan, then such payment shallbe made on JPMorgan’s next succeeding businessday.

26.       **COUNTERPARTS**

           This Agreement may be executed in counterparts, each of which shallbe deemed an original and such counterparts together shallconstitute but one instrument.

27.       **HEADINGS**

           The headings in this Agreement are for purposes of reference onlyand shall not in any way limit or otherwise affect the meaning orinterpretation of any of the terms of this Agreement.

28.       **GOVERNING LAW**

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           This Agreement and the Notes shall be governed by and construed inaccordance with the internal laws of the State of New York, withoutregard to the conflict of laws provisions thereof.

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29.**       JURISDICTION AND VENUE**

           Each party hereby irrevocably and unconditionally submits to thejurisdiction of the United States District Court for the SouthernDistrict of New York and any New York State court located in theBorough of Manhattan in New York City and of any appellate courtfrom any thereof for the purposes of any legal suit, action orproceeding arising out of or relating to this Agreement (a**“Proceeding”**).  Each party herebyirrevocably agrees that all claims in respect of any Proceeding maybe heard and determined in such Federal or New York State court andirrevocably waives, to the fullest extent it may effectively do so,any objection it may now or hereafter have to the laying of venueof any Proceeding in any of the aforementioned courts and thedefense of an inconvenient forum to the maintenance of anyProceeding.

30.       **WAIVER OF TRIAL BY JURY**

           EACH PARTY HEREBY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANYPROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE TRANSACTIONSCONTEMPLATED BY THIS AGREEMENT.

31.       **ACCOUNT CONDITIONS**

           Each Account shall be subject to JPMorgan’s accountconditions, as in effect from time to time.

*(Signaturepage follows.)*

           **IN WITNESS WHEREOF,** the parties hereto have caused thisAgreement to be executed on their behalf by duly authorizedofficers as of the day and year first-above written.

**JPMorgan TrustCompany,****                          THE CLOROX COMPANY**

**NationalAssociation**

By:  /s/ ELLAEISON                                                    By:  /s/ DANIEL J. HEINRICH

Name:  ELLAEISON                                                     Name:  DANIEL J. HEINRICH

Title:  TrustOfficer                                                         Title:  Senior Vice President – Chief

Financial Officer

Date:  November 10,2004                                              Date:  November 10, 2004

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**EXHIBITA**

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***(DTCMaster Note)***

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**AND**

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**EXHIBITB**

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***(DTCLetter of Representations)***

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**TOFOLLOW**