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EXHIBIT 10(xiii)
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THE CLOROX COMPANY
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EXECUTIVE INCENTIVE COMPENSATION PLAN
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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 Executive Incentive Compensation Plan (the "Plan") is
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to provide an incentive for corporate officers and to recognize and reward those officers.  The
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Company’s executive officers are eligible to earn short-term incentive awards under this Plan
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and under the Company’s Management 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, Stock and/or restricted Stock.
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(b)  "Board" means the Board of Directors of the Company.
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(c)  "Clorox Value Measure" means an economic value-added model the calculation of
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which links profit to investment by including a capital charge for assets employed in the
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business.
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(d)  "Code" means the Internal Revenue Code of 1986, as amended.
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(e)            "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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provided that the Committee shall consist of two or more persons, each of whom is an
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"outside director" within the meaning of Section 162(m) of the Code.
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(f)            "Company" means The Clorox Company.
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(g)            "Participant" means a corporate officer of the Company or a Subsidiary selected by the
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Committee to participate in the Plan.
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(h)            "Performance Criteria" means the following measures of performance: total shareholder
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return, Stock price, Clorox Value Measure, economic value added, profit margin (gross or
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net), asset turnover, sales growth, asset growth, return on investment, earnings per share,
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return on equity, return on assets, return on capital, operating cash flow, cost of capital, net
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income, market share, working capital, customer satisfaction, and employee satisfaction.
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      A Performance Criterion may be applied by the Committee as a measure of the
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performance of any, all, or any combination of the following: the Company, a Subsidiary, a
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division, group or other unit of the Company or a Subsidiary, or a particular product category
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or categories of the Company or a Subsidiary.
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"Performance Goal(s)" means the goal or goals established for a Participant by the Committee in accordance with Section 4(a).
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(j)       “Retirement” means termination of employment with the Company, other than by reason
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of death or disability, (1) at age 65, (2) at at least age 55 with at least ten years of vesting
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service under The Clorox Company Pension Plan or (3) with at least 20 years of vesting
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service under The Clorox Company Pension Plan
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(k)  "Stock" means common stock of the Company.
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(l)            "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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(m) "Target Award" means the amount of the target award established for each Participant by
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the Committee in accordance with Section 4(a).
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3.    TERM
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The Plan shall be effective as of July 1, 1996 and shall continue until June 30, 2006, subject
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to stockholders’ approval unless reapproved by the Company's stockholders or unless
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amended or terminated pursuant to Section 9 hereof.
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4.   AWARDS
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(a)  Within 90 days after the beginning of each fiscal year of the Company (a "year"), the
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Committee will select Participants for the year and establish in writing (i) an objective
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Performance Goal or Goals for each Participant for that year based on one or more of the
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Performance Criteria, (ii) the specific Award amounts that will be paid to each Participant if
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his or her Performance Goal or Goals are achieved (the "Target Award") and (iii) the method
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by which such amounts will be calculated. The Committee may specify as to each Target
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Award the form of payment of the Award (cash, Stock, restricted Stock, and/or other
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property), provided that if restricted Stock is offered as an incentive to Participants to take
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some or all of their Award in Stock the amount of the restricted Stock shall be specified and
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the Target Award, including such restricted Stock, shall not exceed the maximum Award
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permitted under Section 4(b). The Target Award may provide for payment of all or part of
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the Target Award in the case of retirement, death, disability or change of ownership of
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control of the Company or a Subsidiary during the year.
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(b)  The maximum Award that may be paid to any Participant under the Plan for any year will
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be $4 million.
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(c)  The Committee may reduce or eliminate, but may not increase, 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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(d)  As soon as practicable following each year while the Plan is in effect, the Committee
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shall determine and certify, for each Participant, the extent to which the Performance Goal
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or Goals have been met and the amount of the Award, if any, to be made. Awards will be
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paid to the Participants following such certification by the Committee and no later than
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ninety (90) days following the close of the year with respect to which the Awards are made.
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(e)  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 4(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. In
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establishing Target Awards, the Committee may also provide that in the event a Participant
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is not employed by the Company or its Subsidiaries on the date on which the Award is paid,
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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
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Company.
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8.   CODE SECTION 162(M)
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It is the intent of the Company that all Awards under the Plan qualify as performance-based
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compensation for purposes of Code Section 162(m)(4)(C) so that the Company's tax
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deduction for such Awards is not disallowed in whole or in part under Code Section 162(m).
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The Plan is to be applied and interpreted accordingly.
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9.   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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PROVIDED, that any such amendment or revision which requires approval of the
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Company's shareholders in order to maintain the qualification of Awards as performance-
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based compensation pursuant to Code Section 162(m)(4)(C) shall not be made without such
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approval.
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10.   APPLICABLE LAW
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The Plan will be governed by the laws of California.
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11.   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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12.   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
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any 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
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to whom any amounts would be payable in the event of any Participant's death.
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13.   STOCKHOLDER APPROVAL
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This Plan shall be subject to approval by a vote of the stockholders of the Company at the
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2001 Annual Meeting, and such stockholder approval shall be a condition to the right of any
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Participant to receive any benefits hereunder.
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