THE CLOROX COMPANY VALUE
SHARING PLAN FOR PUERTO RICO


Effective as of December 1, 1996

<PAGE>


THE CLOROX COMPANY VALUE
SHARING PLAN FOR PUERTO RICO

TABLE OF CONTENTS

                                                         Page


     ARTICLE I
          HISTORY                                          6

     ARTICLE II
          DEFINITIONS                                      9
               2.01     Account                            9
               2.02     Affiliated Company                 9
               2.03     Annuity Starting Date              9
               2.04     Beneficiary                        9
               2.05     Clorox Stock                       10
               2.06     Committee                          10
               2.07     Company                            10
               2.08     Compensation                       10
               2.09     Directors                          11
               2.10     Disability                         11
               2.11     Effective Date                     11
               2.12     Eligible Employee                  11
               2.13     Employee                           11
               2.14     ERISA                              12
               2.15     1165(e) Contributions              12
               2.16     Highly Compensated Employee        12
               2.17     Hour of Service                    12
               2.18     Non-Highly Compensated Employee    12
               2.19     Participant                        12
               2.20     Participating Company              12
               2.21     Permitted Securities               12
               2.22     Plan                               12
               2.23     Plan Year                          13
               2.24     PR-Code                            13
               2.25     Regulations                        13
               2.26     Trust Agreement                    13
               2.27     Trustee                            13
               2.28     TRIP                               13
               2.29     Valuation Date                     13
               2.30     Value Sharing Plan                 13
               2.31     Year of Service                    13

     ARTICLE III
          SERVICE                                          14
               9.01     Hour of Service                    14
               9.02     Year of Service                    14
               9.03     One Year Period of Severance       14
               9.04     Severance from Service Date        14
               9.05     Reemployment Date                  15
               9.06     Military Service                   15
               9.07     Prior Service                      16

     ARTICLE IV
          PARTICIPATION                                   16
               10.01     Service                          16
               10.02     Cessation and Resumption         16

     ARTICLE V
          CONTRIBUTIONS                                   17
               5.01     Salary Deferral Contributions     17
               5.02     Matching Contributions            17
               5.03     Value Sharing Contribution        18
               5.04     Special Contributions             20
               5.05     Rollover Contributions            20
               5.06     Trust-to-Trust Transfers          20
               5.07     Voluntary Contributions           20
               5.08     Restoration                       20
               5.09     Deductibility                     21
               5.10     Mistake                           21
               5.11     Limits                            21

     ARTICLE VI
          INVESTMENT FUNDS AND COMMON STOCK               22
               6.01     Individual Direction of 
                        Investments                       22
               6.02     PAYSOP Accounts and Common Stock  22
               6.03     Responsibility                    23

     ARTICLE VII
          VALUATION                                       24

     ARTICLE VIII
          VESTING                                         25
               8.01     Vesting                           25
               8.02     Forfeitures                       26
               8.03     Change in Vesting Schedule        27

     ARTICLE IX
          IN-SERVICE WITHDRAWALS                          28
               9.01     Hardship Withdrawals              28
               9.02     Form                              29

     ARTICLE X
          LOANS                                           30
               10.01     Authorization                    30
               10.02     Amount                           30
               10.03     Security                         31
               10.04     Individual Account               31
               10.05     Interest                         31
               10.06     Repayment                        31
               10.07     Default                          31
               10.08     Guidelines                       31

     ARTICLE XI
          DISTRIBUTION OF BENEFITS                        32
               11.01     Date Benefits Become
                         Distributable                    32
               11.02     Date Benefits Will Be 
                         Distributed                      33
               11.03     No Election                      33
               11.04     Retroactive Payment              33
               11.05     Inability to Locate Recipient    33
               11.06     Distribution to Minor or 
                         Incompetent                      33
               11.07     Small Account                    34
               11.08     Form of Distribution             34
               11.09     Continued Employment             35
               11.10     Notice                           36
               11.11     Waiver                           36

     ARTICLE XII
          BENEFICIARY DESIGNATIONS                        37
               12.01     All Participants                 37
               12.02     Married Participants             37
               12.03     Ineffective Designation          38
               12.04     Installments                     38

     ARTICLE XIII
          CLAIMS PROCEDURE                                39

     ARTICLE XIV
          ALIENATION AND QUALIFIED DOMESTIC
               RELATIONS ORDERS                           40
               14.01     Prohibition                      40
               14.02     Qualified Domestic Relations 
                         Order                            40

     ARTICLE XV
          ADMINISTRATION                                  41
               15.01     Committee                        41
               15.02     Power                            41
               15.03     Indemnification                  41
               15.04     Expenses                         41
               15.05     Allocation of Responsibility     42

     ARTICLE XVI
          AMENDMENTS                                      43

     ARTICLE XVII
          TERMINATION, MERGER AND TRANSFER                44
               17.01     Participating Companies          44
               17.02     Company                          44
               17.03     Mergers and Transfers            44

     ARTICLE XVIII
          MISCELLANEOUS                                   45
               18.01     Limitation of Rights             45
               18.02     Satisfaction of Claims           45
               18.03     Construction                     45
               18.04     Severability                     46
               18.05     Source of Benefits               46


THE CLOROX COMPANY VALUE
SHARING PLAN FOR PUERTO RICO


ARTICLE I
HISTORY

     In June of 1996, The Clorox Company ("Clorox") 
maintained and The Clorox Company of Puerto Rico ("Clorox-PR")
participated in The Clorox Company Profit Sharing Plan 
("Profit Sharing Plan") and The Clorox Company Tax Reduction 
Investment Plan ("TRIP").  The Profit Sharing Plan was 
originally established by Clorox effective as of July 1, 1955 
and adopted by Clorox-PR effective as of July 1, 1977 and 
TRIP was originally established by Clorox effective as of 
October 1, 1983 and adopted by Clorox-PR effective as of 
December 1, 1992.  Effective as of 11:59 pm on June 30, 
1996, TRIP was merged into the Profit Sharing Plan, and 
the Profit Sharing Plan was renamed The Clorox Company 
Value Sharing Plan (the "Value Sharing Plan").  The 
principal purposes for the merger was to make certain 
administrative changes to the eligibility, contribution, 
and benefit provisions of the Value Sharing Plan.  The 
Value Sharing Plan is qualified under Sections 1165(a) 
and (e) of the Puerto Rico Internal Revenue Code of 1994 
(the "PR-Code") and is funded  through a United States 
situs trust.

     Effective December 1, 1996, Clorox established and 
Clorox-PR adopted The Clorox Company Value Sharing Plan 
for Puerto Rico (the "Plan").  The Plan will be 
exclusively qualified under the provisions of PR-Code 
Sections 1165(a) and (e) and will be funded through a 
Puerto Rico situs trust.  The principal purposes for 
establishing the Plan was to (i) simplify the administration 
of the Value Sharing Plan; (ii) ensure the continued 
qualification of the Value Sharing Plan under the United 
States Internal Revenue Code of 1986, as amended, (the 
"US-Code") as well as providing the Eligible Employees 
similar benefits under a plan qualified under the 
provisions of PR-Code Sections 1165(a) and (e); and 
(iii) prevent United States taxation on trust earnings.

     As soon as administratively practicable, after 
11:59 pm on November 30, 1996, all the assets and 
liabilities in the Value Sharing Plan related to 
participants in the Value Sharing Plan who were or are 
Employees of Clorox-PR will be transferred to the Plan.

     The rights and benefits of a TRIP participant 
who ceased to be an Employee on or prior to June 30, 
1996 will be determined in accordance with the provisions 
of TRIP in effect on the date on which that participant 
ceased to be an Employee, and in accordance with any 
provisions of the Value Sharing Plan that are 
specifically made effective to that date. 

     Similarly, the rights and benefits of a 
Profit Sharing Plan participant who ceased to be 
an Employee on or prior to June 30, 1996 will be 
determined in accordance with the provisions of 
the Profit Sharing Plan in effect on the date on 
which that participant ceased to be an Employee, 
and in accordance with any provisions of the Value 
Sharing Plan that are specifically made effective 
to that date.

ARTICLE II
DEFINITIONS

     This Plan is subject to technical restrictions 
that are outlined in Appendices which, by this 
reference, are incorporated into the Plan.  Terms 
used in a single Article or Appendix are generally 
defined in that Article or Appendix.  The following 
terms are used throughout the Plan.

     2.01     "Account" means the value of all Accounts 
maintained on behalf of a Participant or Beneficiary.  An 
Account may include a Salary Deferral Contributions 
Account, a Matching Contributions Account, a Rollover 
Account, a Value Sharing Contributions Account (containing 
profit sharing contributions), a Special Contributions 
Account, PAYSOP Account, a Cash-or-Deferred Value Sharing 
Bonus Deferral Account, and a Grandfathered Account 
(containing profit sharing contributions made to The Clorox 
Company Profit Sharing Plan before July 1, 1996).

     2.02     "Affiliated Company" means a Participating 
Company and, with respect to a Participating Company, 
(i) any corporation that, pursuant to ERISA Section 210(a), 
is a member of a controlled group of corporations of which 
the Participating Company is a member; (ii) any employer 
that is under common control with the Participating 
Company; (iii) any employer that, pursuant to ERISA 
Section 210(d), is a member of an affiliated service 
group of which the Participating Company is a member and 
(iv) any employer that, pursuant to the PR-Code, may be 
required to be aggregated with the Participating Company.

     2.03     "Annuity Starting Date" means the first 
day of the first period for which an amount is payable 
as an annuity or, in the case of a benefit not payable 
as an annuity, the first day on which all events have 
occurred that entitle the Participant to such a benefit.
   
     2.04     "Beneficiary" means the person or persons, 
natural or otherwise, designated pursuant to Article XII 
or, with regard to the Plan's installment payment 
option, pursuant to the "Installments" provisions of 
Article XI, to receive a Participant's vested Account 
if the Participant dies before distribution of his or 
her entire Account.

     2.05     "Clorox Stock" means the Company's 
common stock.

     2.06     "Committee" means the entity that, pursuant 
to Article XV, administers the Plan.

     2.07     "Company" means The Clorox Company, a 
Delaware corporation, and any successor to all or a 
major portion of the assets or business of The Clorox 
Company that, by appropriate action, adopts the Plan.

     2.08     "Compensation" means, except as provided 
below, wages as defined in PR-Code Section 1141.

          (a)     Exclusions.  Notwithstanding the 
foregoing, Compensation does not include, settlements, 
compensation adjustments made due to foreign service, 
payments made by third party payors, reimbursements or 
other expense allowances, welfare benefits (e.g. 
severance benefits, short term disability benefits 
other than sick pay for Employees, the terms of whose 
employment is governed by a Collective Bargaining 
Agreement, long term disability benefits), fringe 
benefits, moving expenses, contributions to or 
distributions from a deferred compensation plan, or 
amounts included in income due to the following: 
(i) the grant or exercise of qualified or non-qualified 
stock options, stock appreciation rights, or phantom stock, 
(ii) the grant of restricted stock, (iii) lapse of 
forfeiture restrictions on restricted property, (iv) 
the sale of stock obtained under a compensatory plan, 
and (v) the receipt of dividends on restricted stock.  
Except as specifically provided to the contrary in 
Article V (Special Cash-or-Deferred Value Sharing Bonus 
Deferral), Compensation does not include Cash-or-Deferred 
Valuing Sharing Bonuses (whether taken in cash or deferred).

          (b)     Date.  Compensation includes only 
Compensation paid while an Employee is a Participant 
and an Eligible Employee.  Notwithstanding the foregoing, 
Compensation also includes amounts earned while an 
Employee is a Participant and an Eligible Employee but, 
due to the timing of pay periods and pay days, paid 
during the first few weeks after the individual ceases 
to be a Participant and an Eligible Employee (e.g. 
cashouts of vacation pay upon termination of employment 
or receipt of a final paycheck after termination of 
employment).  For purposes of allocating the Value 
Sharing Contribution described in Article V of this 
document, the following additional rules apply.

               (i)  Compensation as described in the 
preceding paragraph, is further limited to include 
only Compensation paid after an Eligible Employee 
has satisfied the "One Year Hold Out" requirement in 
Section 5.04 of this Plan. 

          (c)  Nonresidents with No Puerto Rico Source 
Income.  Puerto Rico payroll income earned by 
nonresidents from Affiliated Companies will be treated 
as Compensation to the extent that it would have been 
treated as Compensation under the above definition if 
the income were Puerto Rico source income.   

     2.09     "Directors" means the Board of Directors 
of the Company.

     2.10     "Disability" means the mental or physical 
inability of a Participant to perform his or her normal 
job, as evidenced by receipt of disability benefits 
under the Social Security Act.

     2.11     "Effective Date" means December 1, 1996.

     2.12     "Eligible Employee" means any Employee 
of a Participating Company other than (i) a leased 
employee, (ii) a non-resident alien with no Puerto 
Rico source income, and (iii) Employees whose 
compensation and conditions of employment are governed by 
the terms of a collective bargaining agreement unless and 
to the extent that a written agreement between a 
Participating Company or its delegate and the relevant 
union makes such coverage available.  

     2.13     "Employee" means a common law employee of 
a Participating Company that is either a resident of 
Puerto Rico or who performs services for a Participating 
Company primarily in Puerto Rico, as required by ERISA 
Section 1022(i)(1).

     2.14     "ERISA" means the Employee Retirement Income 
Security Act of 1974, as amended.

     2.15     "1165(e) Contributions" means Salary Deferral 
Contributions and Cash-or-Deferred Value Sharing Bonus 
Deferrals under this Plan.  

     2.16     "Highly Compensated Employee" means any 
Employee who is more highly compensated than two-thirds 
of all Eligible Employees.

     2.17     "Hour of Service" is defined in Article III. 

     2.18     "Non-Highly Compensated Employee" is an 
Employee who is not a Highly Compensated Employee.

     2.19     "Participant" means any Employee who 
became a Participant and who retains an Account under 
the Plan.  

     2.20     "Participating Company" means the Company, 
The Clorox Company of Puerto Rico and any other 
Affiliated Company of the Company in Puerto Rico that is 
authorized by the Directors (or by a committee appointed 
by the Directors) to participate in the Plan, and that
elects to participate in the Plan on behalf of its 
Eligible Employees.

     2.21     "Permitted Securities" means any stock, 
bond, mutual fund share, mortgage, deed of trust or other 
like investment instrument, all of which must be freely 
negotiable, not subject to any restrictions on transfer 
and approved by the Committee.

     2.22     "Plan" means The Clorox Company Value 
Sharing Plan for Puerto Rico set forth in this document, 
as amended from time to time.

     2.23     "Plan Year" means July 1 through June 30.  

     2.24     "PR-Code" means the Puerto Rico Internal 
Revenue code of 1994, as amended.

     2.25     "Regulations" means the Puerto Rico 
Internal Revenue Code of 1994 Regulations, as amended.

     2.26     "Trust Agreement" means an agreement entered 
into between the Company (on behalf of all Participating 
Companies) and a Trustee to provide for the investment, 
management and control of Plan assets.  

     2.27     "Trustee" means any person or entity appointed 
by the Company to hold the Plan's assets.  The Plan may 
have more than one Trustee. 

     2.28     "TRIP" means The Clorox Company Tax 
Reduction Investment Plan ("TRIP") in effect prior to July 1, 
1996.

     2.29     "Valuation Date" means the last business day 
of each Plan Year, and such other date or dates as may be 
designated by the Committee for the valuation of Accounts.

     2.30     "Value Sharing Plan" means The Clorox Company 
Value Sharing Plan in effect prior to December 1, 1996.

     2.31     "Year of Service" is defined in Article III 
of the Plan.

ARTICLE III
SERVICE

     Unless otherwise indicated, the following provisions 
apply for purposes of determining eligibility to participate 
in the Plan and for computing vesting service under the Plan.

     9.01     Hour of Service.  An Hour of Service is 
each hour for which an Employee is paid or entitled to 
payment from an Affiliated Company for the performance of 
services for an Affiliated Company.

     9.02     Year of Service.  A Year of Service is a
 consecutive or non-consecutive 12-month period beginning on 
the first date that an Employee performs an Hour of Service, 
on a Reemployment Date (as defined below) or on an anniversary 
of either of these dates.  If an Employee is terminated and 
rehired within a 12-month period, any period of less than 
12 consecutive months during which an Employee does not 
perform an Hour of Service will be counted when computing 
Years of Service.  A One Year (or longer) Period of Severance 
(as defined below) will not be counted when computing Years of 
Service.

     9.03     One Year Period of Severance.  A One Year 
Period of Severance is a 12 consecutive month period that 
begins on an individual's Severance from Service Date, or 
on an anniversary of that date, during which the individual 
does not perform an Hour of Service.

     9.04     Severance from Service Date.  An Employee's 
Severance from Service Date is the earliest of the date on 
which the Employee quits, retires, is discharged or dies, 
or the first anniversary of the first date of an Employee's 
absence for any other reason (e.g., illness, disability, 
vacation, a temporary layoff, public service).  

          (a)     Crediting.  Notwithstanding the foregoing, 
the Severance from Service Date for a Participant who is 
on an Authorized Leave of Absence (as defined below) will 
be the date that his or her Authorized Leave of Absence 
has terminated.  In addition, for the purpose of determining 
whether a Participant has incurred a One Year Period of 
Severance, a Participant will not incur the first One Year 
Period of Severance that would otherwise be counted if 
severance is due to an Authorized Leave of Absence (as 
defined below) or a Maternity/Paternity Leave (as defined 
below).

          (b)     Authorized Leave of Absence.  Authorized 
Leave of Absence means a cessation from active employment 
with an Affiliated Company pursuant to an established policy, 
due to illness, disability, vacation, a temporary layoff, 
public service, or any other reason.  

          (c)     Maternity/Paternity Leave.  
Maternity/Paternity Leave means an unpaid absence from work 
for any period by reason of the Employee's pregnancy, birth 
of the Employee's child, placement of a child with the 
Employee in connection with the adoption of such child, or 
any absence for the purpose of caring for such child for a 
period immediately following such birth or placement.

     9.05     Reemployment Date.  An Employee's Reemployment 
Date is the first date on which the Employee performs an 
Hour of Service after a One Year Period of Severance.

     9.06     Military Service.  To the extent required by 
applicable law, Hours of Service will be credited for periods 
of military service.

     9.07     Prior Service.  The Company (or a committee 
appointed by the Directors) may grant credit for prior 
service to individuals who become Eligible Employees on or 
after December 1, 1996.  Individuals who become Participants 
on December 1, 1996 will continue to be credited with all 
service with which they were credited under the Value 
Sharing Plan as of November 30, 1996.

ARTICLE IV
PARTICIPATION

     10.01     Service.  Every Eligible Employee who was a 
Participant in the Value Sharing Plan on the Effective 
Date will automatically become a Participant in this Plan.  
Subject to Section 10.02, every Eligible Employee who was 
not a Participant in the Value Sharing Plan on the Effective 
Date will become a Participant in this Plan on the later 
of the Effective Date or the first day on which the 
Eligible Employee first performs an Hour of Service as an 
Eligible Employee.

     10.02     Cessation and Resumption.  An individual 
ceases to be a Participant when he or she ceases to have 
an Account.  Such an individual will again become a 
Participant on the date that the individual again performs 
an Hour of Service as an Eligible Employee.

ARTICLE V
CONTRIBUTIONS

     5.01     Salary Deferral Contributions.  A Participant 
who is an Eligible Employee may elect to have a 
Participating Company reduce the amount of his or her 
Compensation for each payroll period by from 2% to 10% (or 
such other percentages as the Committee or its delegate 
may determine from time to time) and to have that amount 
contributed to the Plan as a Salary Deferral Contribution 
on his or her behalf.  A Participant may initiate or change 
the percentage of Salary Deferral Contribution (in 1% 
increments) by providing notice to the Committee or its 
delegate that satisfies such requirements as the Committee 
may determine.

          (a)     Special Cash-or-Deferred Value Sharing 
Bonus Deferral.  A Participant who is an Eligible Employee 
may submit a special election to the Committee or its 
delegate that satisfies such requirements as the Committee 
may determine, to defer up to 100% of any Cash-or-Deferred 
Value Sharing Bonus that becomes payable to that Participant 
after the Participant submits this election and during the 
Plan Year for which this election is effective.  
Notwithstanding the foregoing, if a Participant is eligible 
to defer all or part of a Cash-or-Deferred Value Sharing 
Bonus under any other deferred compensation plan (including, 
but not limited to The Clorox Company Nonqualified Deferred 
Compensation Plan), the Participant will not be eligible to 
defer any part of that Cash-or-Deferred Value Sharing Bonus 
under this Plan.

          (b)     Timing.  1165(e) Contributions will be 
paid to the Trustee as soon as practical after the date on 
which those amounts would have been paid to Participants 
in the absence of a deferral election and in no event later 
than the fifteenth working day of the month following such 
date.

     5.02     Matching Contributions.  Subject to (a) and 
(b) below, each Participating Company will contribute a 
Matching Contribution equal to 100% of the Salary Deferral 
Contribution received by a Trustee on behalf of a 
Participant for a Plan Year up to a maximum of $750 for any 
one Plan Year.

          (a)     Cash-or-Deferred Value Sharing Bonus.  
Notwithstanding the foregoing, no Cash-or-Deferred Value 
Sharing Bonus that is deferred under the preceding Section 
will attract a Matching Contribution.

          (b)     One Year Hold Out.  Notwithstanding 
anything to the contrary in this Plan, an Employee who is 
hired or rehired on or after the Effective Date, will not 
be eligible to receive a Matching Contribution under this 
Plan until that Employee completes One Year of Service.  
For this purpose, prior service will be counted to the 
extent provided in Article III.

     5.03     Value Sharing Contribution.  For each Plan 
Year, the Participating Companies will make a Value Sharing 
Contribution to the Trust in an amount determined by the 
Company. 

          (a)     Condition.  The Value Sharing Contribution 
for a Plan Year will be conditioned on the contribution 
not exceeding the maximum amount currently deductible by 
the Company in determining its consolidated taxable income 
under the PR-Code, after first subtracting the amount of 
all deductible contributions (including matching 
contributions) to all pension plans for all employees of 
all Affiliated Companies.

          (b)     Allocations.  The Value Sharing 
Contribution for each Plan Year and any forfeitures for that 
Plan Year will be allocated as follows:

               (i)     Standard Allocation.  First, the 
balance of the Value Sharing Contribution will be allocated 
to the Value Sharing Contributions Accounts of Qualified 
Participants (as defined below) in the same proportion 
that each Qualified Participant's Compensation from all 
Participating Companies for the Plan Year bears to the 
total Compensation of all Qualified Participants from all 
Participating Companies for that Plan Year.  The maximum 
amount of Value Sharing Contribution allocated under this 
paragraph (ii) to a Qualified Participant for a Plan Year 
may not exceed 7% of that Qualified Participant's 
Compensation from all Participating Companies for the Plan 
Year.

               (ii)     Unvested Participant Allocation.  
Second, the balance of the Value Sharing Contribution will 
be allocated to the Value Sharing Contributions Accounts of 
Qualified Participants who were not 100% vested in their 
Value Sharing Contributions Accounts on the last day of 
the Plan Year for which the allocation is made (each an 
"Unvested Participant") in the same proportion that each 
Unvested Participant's Compensation from all Participating 
Companies for the Plan Year bears to the total 
Compensation of all Unvested Participants from all 
Participating Companies for that Plan Year.

               (iii)     Allocation of Forfeitures.  For 
each Plan Year, available forfeitures will be allocated 
to the Value Sharing Contributions Account of a 
Qualified Participant in the same proportion that the 
Qualified Participant's Compensation from all Participating 
Companies for the Plan Year bears to the total 
Compensation of all Qualified Participants from all 
Participating Companies for that Plan Year.

               (iv)     Qualified Participant.  A 
Qualified Participant is a Participant who was an Eligible 
Employee on the last day of the Plan Year.  A Participant 
who separates from service as an Eligible Employee during a 
Plan Year due to his or her death, Disability, attainment 
of age 60, attainment of age 55 with 10 or more years of 
Service or, as determined by the Committee, a plant 
closing, a reduction in force, or a divestiture, will be 
considered, for purposes of this definition, to have been 
an Eligible Employee on the last day of that Plan Year.  
Notwithstanding the foregoing, a Qualified Participant 
does not include a Grandfathered Participant (as defined 
below), unless and until the Grandfathered Participant 
again becomes an Eligible Employee after January 1, 1996.

               (v) One Year Hold Out.  Notwithstanding 
anything to the contrary in this Plan, an Eligible 
Employee will not be eligible to receive a Value Sharing 
Contribution under this Plan for a Plan Year unless that 
Employee has completed One Year of Service prior to the 
end of the Plan Year for which the Value Sharing 
Contribution is made.  For this purpose, prior service 
will be counted to the extent provided in Article III.

     5.04     Special Contributions.  A Participating 
Company may authorize qualified nonelective employer 
contributions to the extent, and only to the extent, 
needed to satisfy the tests described in the Testing 
1165(e) Appendix to this Plan.  These qualified nonelective 
employer contributions will be allocated to 
Non-Highly Compensated Eligible Employees from the 
lowest paid to the highest paid.

     5.05     Rollover Contributions.  The Committee or 
its delegate may authorize a Trustee to accept a 
Rollover Contribution made in cash and attributable to 
a distribution received by an Eligible Employee from 
another Puerto Rico tax-qualified plan.  Rollover 
Contributions will be held in the Participant's Rollover 
Account unless they are used to satisfy the buy back 
provision in Article VIII of the Plan.  If the Committee 
should determine that a rollover was improperly 
contributed to this Plan, that amount, adjusted for 
earnings and losses, will immediately be (1) segregated 
from all other Plan assets, (2) treated as a nonqualified 
trust established by and for the benefit of the 
individuals on whose behalf the contribution was made, 
and (9) distributed to those individuals.  Any such 
nonqualifying contribution will be deemed never to have 
been a part of the Plan. 

     5.06     Trust-to-Trust Transfers.  The Committee 
or its delegate may authorize a Trustee to accept a 
Trust-to-Trust Transfer of assets (other than assets 
that are subject to the survivor annuity requirements 
of ERISA Section 205), from another tax-qualified plan.

     5.07     Voluntary Contributions.  The Plan will 
not accept any voluntary (after-tax) employee 
contributions other than buy back contributions 
pursuant to Article VIII.

     5.08     Restoration.  If a Participant was 
improperly excluded at any time from an allocation 
or was allocated an insufficient amount, an amount 
computed on the same basis as the allocation will 
be added to that Participant's Account, after that 
amount has been adjusted to reflect the gain or 
loss that was allocated to Participants' Accounts 
in each Plan Year since the Plan Year for which 
the restoration is to be made.

     5.09     Deductibility.  To the extent that a 
Participating Company is not allowed a current 
deduction under the PR-Code for any contribution 
made to the Plan, the Participating Company may, 
within one year following a final determination 
of the disallowance, whether by agreement with the 
Puerto Rico Treasury Department or by final 
decision of a court of competent jurisdiction, 
demand repayment of the disallowed contribution, 
and the Trustee shall return the contribution 
within one year following the disallowance.  
Earnings of the Plan attributable to such a 
contribution may not be returned to the 
Participating Company, but losses attributable 
to such a contribution will reduce the amount 
returned.

     5.10     Mistake.  If, within one year of 
making a contribution to the Plan, the Committee 
certifies to the Trustee that the contribution 
was made by the Company under a mistake of fact, 
the Trustee will, before the expiration of that 
year, return the contribution to the Company. 

     5.11     Limits.  As more fully discussed 
in the Appendices to this Plan, 1165(e) Contributions 
are subject to additional limits.

ARTICLE VI
INVESTMENT FUNDS AND COMMON STOCK

     6.01     Individual Direction of Investments.  At 
the direction of the Committee, the Trustee may establish 
separate funds to which Participants may direct the 
investment of their Accounts.  Investment in these funds 
will be subject to such restrictions and administrative 
procedures as are imposed by the Committee or its delegate, 
pursuant to their discretionary authority to administer 
and interpret the Plan, including, but not limited to, 
procedures for investment of amounts for which no 
investment direction is given by a Participant.

     6.02     PAYSOP Accounts and Common Stock.

          (a)     Definition.  A PAYSOP Account is an 
account established for a Participant under this Plan 
to record any PAYSOP contributions made by the Company 
pursuant to the terms of a prior plan document and 
amounts transferred from The Clorox Company Payroll-Based 
Stock Ownership Plan for Hourly Paid Employees, as 
adjusted for earnings and losses.

          (b)     Investment.  Until the Company 
receives a determination letter from the Internal 
Revenue Service confirming the tax-qualified status 
of the Value Sharing Plan and the tax-qualified 
status of the terminated TRIP Plan (including the 
terminated PAYSOP provisions contained in that Plan), 
amounts held in PAYSOP Accounts and interest received 
on those amounts will be held in a Clorox Company 
Common Stock Fund identified in the Trust Agreement 
and will be subject to the terms and conditions of 
the Trust Agreement.

               (i)  Elections.  Once a Participant 
who is also an Employee has attained age 55 and has 
completed 10 years of participation in a PAYSOP 
feature contained in this Plan (including any years 
of participation in The Clorox Company Payroll-Based 
Stock Ownership Plan for Hourly Paid Employees) the 
Participant may elect, pursuant to procedures 
established by the Committee or its delegate, to 
invest all or part of his or her PAYSOP Account in 
one or more of the separate funds established by 
the Committee pursuant Section 6.01 above.  Such an 
election is also available to Alternate Payees, to 
Beneficiaries, and to Participants who are eligible 
to receive a distribution from the Plan under the 
provisions of Article XI. 

               (ii)  Deletion of PAYSOP Provisions.  
As soon as administratively practicable after the 
Company receives a determination letter from the 
United States Internal Revenue Service confirming 
the tax-qualified status of the Value Sharing Plan 
and a determination letter from the United States 
Internal Revenue Service confirming the tax-qualified 
status of the TRIP Plan merged into the Value Sharing 
Plan (including the terminated PAYSOP provisions 
formerly contained in that Plan), this Section 6.02 
and all references to PAYSOP in this Plan document 
will be null and void, amounts subject to this Section 
will be transferred to a Clorox Company Common Stock 
Fund maintained pursuant to Section 6.01 above, and 
amounts subject to this Section 6.02 will be treated, 
for all purposes under this Plan, in the same manner 
that fully vested Value Sharing Contributions are 
treated.

     6.03     Responsibility.  Except to the extent that 
a Participant's PAYSOP Account is required to be invested 
in a Clorox Company Stock Fund, each Participant is 
solely responsible for the investment of his or her 
Account.  No Plan fiduciary and no Employee is authorized 
to advise a Participant regarding this investment.  The 
offering of an investment fund under this Plan is not 
to be treated as a recommendation for investment in that 
fund.

ARTICLE VII
VALUATION

     The value of a Participant's Account on any date 
will be deemed to be the net balance of the Account 
on the Valuation Date immediately preceding the date 
as of which the value is to be determined, adjusted 
by the Committee or its delegate, pursuant to their 
discretionary authority to administer and interpret 
the Plan and to determine eligibility for benefits 
under the Plan.  Adjustments will include increases 
due to contributions to the Account since the 
relevant Valuation Date; decreases due to Plan 
expenses, distributions, loans, or withdrawals paid 
from the Account since the relevant Valuation Date; 
and adjustments for income or loss.

ARTICLE VIII
VESTING

     8.01     Vesting.  The vesting service of a 
Participant in the Value Sharing Plan, Profit Sharing 
Plan and/or TRIP who does not have an Hour of Service 
on or after the Effective Date of this Plan will be 
governed by the terms of the Value Sharing Plan, 
Profit Sharing Plan and/or TRIP, as the case may be, 
in effect on the date that the Participant ceased to 
be an Employee.  Participants who have an Hour of 
Service on or after the Effective date will have 
nonforfeitable, vested rights to their Salary Deferral 
Contributions Accounts,  Cash-or-Deferred Value 
Sharing Bonus Deferral Accounts, Matching Contributions 
Accounts, Special Contributions Accounts, Rollover 
Accounts, and PAYSOP Accounts at all times.  The 
Value Sharing Contributions Account of a Participant 
who has an Hour of Service on or after the Effective 
Date will vest in accordance with the following 
schedule.  

          If Years of Service            Percentage of
          Equal                          Account Vested
                   1                        0%
                   2                        0%
                   9                       34%
                   10                       66%
                   5                      100%

In addition, a Participant will have a fully vested, 
nonforfeitable interest in the entire amount of his or 
her Value Sharing Contributions Account on the first to 
occur of the following events:

          (a)     The Participant's death while employed 
by an Affiliated Company.

          (b)     The Participant's attainment of age 60 
while employed by an Affiliated Company. 

          (c)     The Participant's separation from 
service with all Affiliated Companies due to a 
Disability.

     8.02     Forfeitures.

          (a)     Allocation of Forfeitures from Value 
Sharing Contributions Accounts.  If a Participant 
separates from service before the Participant is fully 
vested in his or her Account, then the unvested portion 
of that Account will be forfeited immediately after a 
distribution is made of the Participant's vested Account.  
If a Participant is not vested in any part of his or 
her Account, the Participant's entire Account will be 
deemed to have been distributed pursuant to the 
preceding sentence.  Even if the Participant's vested 
Account is not distributed, the unvested portion of 
the Participant's Account will be forfeited upon 
expiration of five consecutive One Year Periods of 
Severance.  These forfeited amounts will be used, as 
determined by the Committee, in its sole discretion, 
to pay administrative expenses, to reduce contributions 
to the Plan, to make earnings adjustments to 
Participants' Accounts, to restore forfeitures as 
provided in (c) below, and/or to increase the amount 
allocated under the Value Sharing Contribution 
provisions of this Plan.

          (b)     Failure to Vest.  If a Participant 
incurs five consecutive One Year Periods of Severance, 
Years of Service after that five-year period will not be 
taken into account for purposes of determining the 
vested percentage of amounts that are forfeited pursuant 
to paragraph (a) above and not restored under paragraph 
(c) below.

          (c)     Restoration.  Should an individual 
resume Employee status after terminating employment, 
but before incurring five consecutive One Year Periods 
of Severance, then any amount forfeited under 
paragraph (a) above will be restored to that individual's 
Account without earnings if the individual pays to this 
Plan the full amount of the distribution described in 
paragraph (a) above, before the earlier of 5 years 
after the individual resumed Employee status or the 
close of the first period of 5 consecutive One Year 
Periods of Severance following the date of the last 
distribution described in paragraph (a) above.  
Funds for restoring forfeitures under this Section 
will be drawn first from forfeitures in the Plan Year 
in which the Participant resumes Employee status and then 
from a special contribution to the Plan made by a 
Participating Company designated by the Committee or 
its delegate.

     8.03     Change in Vesting Schedule.  If the Plan's 
vesting schedule is amended, the vested percentage of 
every Employee who is a Participant on the amendment 
adoption date or the amendment effective date, whichever 
is later, may not be less than the Participant's vested 
percentage determined under the Plan without regard to 
the amendment.  In addition, if the Plan's vesting 
schedule is amended, each such Participant who has 
completed three Years of Service and whose vested 
percentage is determined under the new vesting schedule 
may elect to have his or her vested percentage 
determined under the old vesting schedule if the old 
vesting schedule would be more favorable.

ARTICLE IX
IN-SERVICE WITHDRAWALS

     9.01     Hardship Withdrawals.  Subject to such 
administrative procedures as the Committee or its 
delegate may establish, if a Participant has an 
immediate and heavy financial need (as defined below), 
and has no other resources reasonably available to 
meet this need (as defined below), the Participant 
may request a hardship withdrawal from the vested 
portion of his or her Value Sharing Contributions 
Account, Grandfathered Contributions Account, 
Rollover Account, Salary Deferral Contributions Account 
and Cash-or-Deferred Value Sharing Bonus Deferral 
Account.

          (a)     Immediate and Heavy Financial Need.   
A Participant's request for a hardship withdrawal 
may not exceed the amount immediately required 
(including the amount necessary to pay any federal, 
state or local income taxes or penalties reasonably 
anticipated to result from the withdrawal) by the 
Participant to (i) purchase the Participant's 
primary residence (excluding mortgage payments), 
(ii) pay deductible medical expenses incurred by 
the Participant, the Participant's dependents or 
the Participant's spouse, or necessary for those 
persons to obtain medical care, (iii) prevent 
eviction from, or foreclosure of, the Participant's 
primary residence, or (iv) pay for post-high school 
tuition, related educational fees, and room and 
board for the next 12 months for the Participant, 
the Participant's spouse, or the Participant's 
dependents.

          (b)     No Other Resources Reasonably 
Available.  A Participant who makes a hardship 
withdrawal request must represent in a form satisfactory 
to the Committee or its delegate that his or her 
immediate and heavy financial need cannot be 
relieved (i) through reimbursement or compensation by 
insurance or otherwise, (ii) by reasonable liquidation 
of the Participant's assets, to the extent such 
liquidation would not itself cause an immediate and 
heavy financial need, (iii) by cessation of 1165(e) 
Contributions to this Plan or of contributions to any 
other plan of deferred compensation, (iv) by other 
distributions or nontaxable (at the time of the loan) 
loans from plans maintained by any employer, or (v) by 
borrowing from commercial sources on reasonable 
commercial terms.  For purpose of this Section, the 
Participant's assets are deemed to include those assets 
of the Participant's spouse and minor children that are 
reasonably available to the Participant. 

     9.02     Form.  All in-service withdrawals from 
the Plan will be made in the form of a single sum cash 
payment.ARTICLE X
LOANS

     10.01     Authorization.  The Committee or its 
delegate may direct the Trustee to make a new loan to 
a Participant who is employed by a Participating 
Company and, to the extent that they are parties in 
interest within the meaning of Section 408(b)(1) of 
ERISA (but only to that extent), to other Participants 
and to Beneficiaries (collectively referred to as 
"Borrowers"). 

          (a)  Available Funds.  Funds in the 
following Accounts are available for loans, to the 
extent those funds are vested.

     -  Rollover Account
     -  Grandfathered Contributions Account
     -  Value Sharing Contributions Account
     -  Salary Deferral Contributions Account
     -  Cash-or-Deferred Value Sharing Bonus Deferral Account
     -  Matching Contributions Account

          (b)     Number of Loans.  A Borrower may not 
have more than two loans outstanding from any Plan 
maintained by an Affiliated Company at any one time.  
Loans transferred into this Plan from TRIP will be 
governed by the relevant provisions of the TRIP Plan and 
will count against this two-loan limit.

     10.02     Amount.  The amount of any loan will not 
be less than $750.  Immediately after the origination of 
the loan, the loan may not exceed 50% of the Borrower's 
vested benefits under this Plan.  Furthermore, the amount 
of any loan, when added to the outstanding balance of all 
other loans to the Borrower from this Plan and the plans 
of Affiliated Companies, may not exceed the lesser of 
(a) one half of the Borrower's vested benefits under this 
Plan and the plans of Affiliated Companies, valued as of 
each plan's most recent valuation date; and (b) $50,000 
reduced by the excess, if any, of (i) the Borrower's 
highest outstanding loan balance under this Plan and the 
plans of Affiliated Companies during the 12-month period 
ending on the day before the loan is made; over (ii) the 
Borrower's outstanding loan balance under this Plan and 
the plans of Affiliated Companies on the date the loan 
is made.

     10.03     Security.  Each loan will be secured by 
the portion of the Participant's Account from which the 
loan is made and by payroll deduction as provided below.

     10.04     Individual Account.  All loans will be 
investments of the Borrower's Account.  Costs charged by 
the Trustee to establish, process or collect the loan will 
be charged to the Borrower's Account.

     10.05     Interest.  Interest will be charged on Plan 
loans at a formula rate based on factors considered by 
commercial entities that make similar loans.  At the 
discretion of the Committee or its delegate, the interest 
rate will be redetermined as new loans are made.

     10.06     Repayment.  The term of any loan will not 
exceed 5 years; provided, however, that a loan to purchase 
a principal residence for the Borrower must not exceed 15 
years.  Except to the extent provided in Regulations, 
substantially level amortization of the loan, with payments 
not less frequently than quarterly, will be required over 
the term of the loan.  The loan will be repaid by payroll 
deduction; provided, however, that periodic cash payments 
may be made when payroll deduction is not possible.

     10.07     Default.  If a Borrower fails to repay a 
loan within the time prescribed by the Committee, the 
Trustee may levy on the Borrower's Account at such time 
as the Borrower is eligible for a distribution or a 
withdrawal under the Plan.  In addition, in the event of 
a failure to repay, the Trustee may exercise every 
creditor's right at law or equity available to the Trustee.  

     10.08     Guidelines.  The Committee or its delegate 
will develop guidelines for administration of the Plan's 
loan program.

ARTICLE XI
DISTRIBUTION OF BENEFITS

     11.01     Date Benefits Become Distributable.  Vested 
Plan benefits will become distributable under the 
following circumstances:

          (a)     Termination of Employment.  The 
Participant's termination of employment due to death, 
Disability, or separation from service.

          (b)     Plan Termination.  Termination of the Plan; 
provided, however, that neither a Participant's Salary 
Deferral Contributions Account, nor a Participant's 
Cash-or-Deferred Value Sharing Bonus Deferral Account, nor 
a Participant's Matching Contributions Account, nor a 
Participant's Special Contributions Account may be 
distributed pursuant to this paragraph unless the Participant 
elects to receive his or her distribution in the form of a 
lump sum and there is no successor plan.

          (c)     Sale of Assets.  The sale of substantially 
all the assets used by a Participating Company in a trade or 
business to an unrelated corporation; provided, however, 
that neither a Participant's Salary Deferral Contributions 
Account, nor a Participant's Cash-or-Deferred Value Sharing 
Bonus Deferral  Account, nor a Participant's Matching 
Contributions Account, nor a Participant's Special Contributions 
Account may be distributed pursuant to this paragraph unless 
the Participant continues employment with the unrelated 
corporation, the Company continues to maintain this Plan, and 
the Participant elects to receive his or her distribution in 
the form of a lump sum.

          (d)     Sale of Subsidiary.  The sale of a 
Participating Company's interest in a subsidiary to an 
unrelated entity; provided, however, that neither a 
Participant's Salary Deferral Contributions Account, nor a 
Participant's Cash-or-Deferred Value Sharing Bonus Deferral 
Account, nor a Participant's Matching Contributions Account, 
nor a Participant's Special Contributions Account  may be 
distributed pursuant to this paragraph unless the 
Participant continues employment with the subsidiary, the 
Company continues to maintain this Plan, and the 
Participant elects to receive his or her distribution in 
the form of a lump sum.

     11.02     Date Benefits Will Be Distributed.  Once 
Plan benefits become distributable, they will be 
distributed as soon as practicable after the Participant 
or the Beneficiary, as the case may be, has elected, 
pursuant to procedures established by the Committee or 
its delegate, to receive a distribution.  

     11.03     No Election.  If a Participant, or a 
Beneficiary, as the case may be, does not elect a 
distribution, benefits will be distributed pursuant to 
the Distribution Provisions Appendix of this Plan.  A 
Participant's or Beneficiary's failure to affirmatively 
elect a distribution will be deemed an election to defer 
payment of benefits under this Plan.

     11.04     Retroactive Payment.  If the amount of a 
distribution cannot be ascertained by the date payment 
is required pursuant to this Article, or it is not 
possible to make such payment because the Committee has 
been unable to locate the Participant or Beneficiary 
after making reasonable efforts to do so, a payment may 
be made no later than 60 days after the earliest date 
on which the amount of such payment can be ascertained 
under the Plan, or the date on which the recipient is 
located.

     11.05     Inability to Locate Recipient.  If a 
benefit under the Plan remains unpaid for two years from 
the date it becomes payable, solely by reason of the 
inability of the Committee, exercising due diligence, to 
locate the recipient of the payment, the benefit shall be 
treated as a forfeiture pursuant to the terms of the Plan.  
Any amount forfeited in this manner shall be restored, 
without earnings, pursuant to the restoration of forfeitures 
provisions of this Plan, upon presentation of an authenticated 
claim by the recipient or the recipient's personal 
representative.

     11.06     Distribution to Minor or Incompetent.  In the 
event a distribution is to be made to a minor, or to an 
incompetent person, the Committee may direct that the 
distribution be paid to the legal guardian, or if none, to 
a parent of such person, or to a responsible adult with 
whom the person maintains residence, or to the custodian 
for the person under the Uniform Gift to Minors Act or Gift 
to Minors Act, if permitted by the laws of the state in 
which the person resides. 

     11.07     Small Account.  Notwithstanding any provision 
of this Plan, if the vested portion of a Participant's 
Account on the date the Participant ceases to be an Employee 
is, and at the time of any earlier distribution or withdrawal 
was, $9,500 or less, the Participant's Account will be 
distributed, in cash, to the Participant, or Beneficiary, as 
the case may be, as soon as practicable, without the consent 
of the Participant or the Participant's spouse.

     11.08     Form of Distribution.  Amounts held in a 
Participant's Account will be paid in cash as a total 
distribution, unless the Participant (or Beneficiary) elects 
otherwise pursuant to (a) or (b) below:

          (a)     Installments.   If a Participant has a 
Termination of Employment as defined in Section 11.01(a) above, 
if that Participant attained age 55 with 10 Years of Service 
(or age 60 without a Years of Service requirement) prior to 
Termination of Employment, and if that Participant has amounts 
in his or her Value Sharing Contributions Account attributable 
to contributions made before July 1, 1996 ("Grandfathered 
Amount"), the Participant may request that his or her 
Grandfathered Amount, adjusted for investment gains and 
losses, be paid out in a series of substantially equal monthly 
installments over a period of 5, 10, 15, or 20 years; 
provided, however, that the period selected by the Participant 
must satisfy the requirements contained in the Distribution 
Provisions Appendix to this Plan.

               (i)     Beneficiary.  If a Participant dies 
before receiving all of his or her elected installments, the 
Beneficiary named by the Participant when electing to receive 
installments will receive the balance of these installments; 
provided, however, that if that Beneficiary dies after the 
Participant but before having received the balance of these 
installments, the unpaid balance will be paid to the 
Beneficiary's estate in a single sum payment as soon as 
administratively practicable after the Beneficiary's death.  
If the Participant dies after his or her Annuity Starting 
Date and after his or her named Beneficiary has died, any 
remaining unpaid installments will be paid, as soon as 
administratively practicable, to the Participant's estate 
in a single sum payment.    

               (ii)     Designation.  The Participant will 
follow the procedures outlined in Sections 12.01 and 12.02 
(if applicable) when naming a Beneficiary to receive any 
unpaid installments; provided, however, that a Participant 
may name only one Beneficiary to receive such installments.

               (iii)     Single Sum.  A Participant or a 
Beneficiary who is receiving installments may elect, at 
any time, to cease receiving installments and to receive the 
remaining installments in a single sum payment as soon as 
administratively practicable.

          (b)     Clorox Stock.   When requesting a 
distribution as provided in this Article, a Participant 
(or Beneficiary) may elect to receive the portion of his 
or her Account that is invested in a Clorox Company Common 
Stock Fund in cash or in whole shares of Clorox Common Stock.  
Any balance representing fractional units of a Clorox Company 
Common Stock Fund will be distributed in cash.

          (c)     PAYSOP Account.  A Participant (or 
Beneficiary) may elect an Annuity Starting Date for his or 
her PAYSOP Account (if any) that is different from the 
Annuity Starting Date elected for the balance of his or her 
Plan Account.  As provided in Section 6.02 of this Plan 
document, as soon as administratively practicable after the 
Company receives a determination letter from the United States 
Internal Revenue Service confirming the tax-qualified status 
of the Value Sharing Plan, PAYSOP Accounts will cease to 
exist and this paragraph (c) will become null and void because 
amounts previously subject to PAYSOP provisions will be 
treated under this Plan in the same manner that fully vested 
Value Sharing Contributions are treated.

     11.09     Continued Employment.

          (a)  Cessation of Benefits.  Subject to the 
Distribution Provisions Appendix to this Plan, a Participant 
("Reemployed Participant") will cease to receive benefits 
from the Plan if he or she is reemployed by an Affiliated 
Company (including the Company).

          (b)  Annuity Starting Date.  When a Reemployed 
Participant ceases covered employment under the Plan, the 
Participant will be treated as having a new Annuity 
Starting Date and his or her subsequent Plan benefits 
will be redetermined to reflect prior benefit payments. 

          (c)  Death.  If a Reemployed Participant dies 
while benefits are suspended, any death benefits will be 
provided in accordance with the Participant's most recent, 
properly completed, Beneficiary designation. 

     11.10     Notice.  The Committee or its delegate will 
provide each Participant with a general notice of 
distribution no less than 30 nor more than 90 days before 
the participant's Annuity Starting Date.  The notice will 
set forth the following information (i) an explanation of 
the eligibility requirements for, the material features of, 
and the relative values of the optional forms of benefits 
available under the Plan, (ii) the Participant's right to 
defer receipt of a distribution under the Plan, and (iii) 
the Participant's right (if any) to authorize a rollover 
of his or her Plan benefits.  

     11.11     Waiver.  Notwithstanding anything to the 
contrary in this Plan, if a distribution is one to which 
ERISA Section 205 does not apply, that distribution may 
begin less than 30 days after the notice required under 
ERISA is given, provided that (1) the Committee or its 
delegate clearly informs the Participant that the 
Participant has a right to a period of at least 30 days 
after receiving the notice to consider the decision of 
whether or not to elect a distribution (and, if 
applicable, a particular distribution option), and (2) 
the Participant, after receiving the notice, affirmatively 
elects a distribution.

ARTICLE XII
BENEFICIARY DESIGNATIONS

     12.01     All Participants.  A Participant may 
designate one or more primary Beneficiaries and one or 
more secondary Beneficiaries to receive any benefit 
payable from the Participant's Account on the Participant's 
death.  A Participant's Beneficiary designation will be 
made pursuant to such procedures as the Committee may 
establish, and shall be delivered to the Committee or 
its delegate before the Participant's death.  The 
Participant may revoke or change this designation at 
any time before his or her death by following such 
procedures as the Committee or its delegate may establish.  
The Beneficiary of a Participant who is living on 
December 1, 1996 and whose Value Sharing benefits are 
merged into this Plan on or after December 1, 1996 will be 
the Beneficiary who would have received the Participant's 
benefits under the terms of the Value Sharing Plan, unless 
another properly designated Beneficiary is named by the 
Participant.

     12.02     Married Participants.  If the Participant 
is married, and if the Participant names a Beneficiary 
other than his or her surviving spouse as a primary 
Beneficiary, the Participant's surviving spouse must 
irrevocably waive his or her right to the Participant's 
Account in a written document, delivered to the Committee 
or its delegate, that acknowledges the effect of the 
waiver, and that is witnessed or notarized by a notary 
public or, to the extent permitted by the Company, witnessed 
by a Company representative.  In the waiver, the 
Participant's surviving spouse must consent to the 
specific non-spouse Beneficiary(s) named by the Participant.  
The waiver will be effective only with respect to that 
spouse.  If the Participant is legally separated or 
abandoned and the Participant has a court order to that 
effect (and there is no qualified domestic relations 
order that provides otherwise), or the surviving spouse 
cannot be located, then a waiver need not be filed with 
the Committee or its delegate when a married Participant 
names a Beneficiary other than his or her spouse.  
Spousal consent will be irrevocable unless the 
Participant changes his or her Beneficiary or form of 
distribution designation; upon such event, spousal 
consent shall be deemed to be revoked.  If the spouse 
consents to the designation of a trust as the Participant's 
beneficiary, spousal consent will not be required for the 
designation of or change in trust beneficiaries.

     12.03     Ineffective Designation.  If the Company 
has not received a Participant's Beneficiary designation 
before the Participant's death or if the Participant does
 not otherwise have an effective Beneficiary designation 
on file when he or she dies, the Participant's Account 
will be distributed to the Participant's spouse if surviving 
at the Participant's death, or if there is no such spouse, 
the Participant's estate.

     12.04     Installments.  The "Installments" provision 
in Article XI contains additional information regarding 
designation of a Beneficiary for purposes of the Plan's 
installment payment option.

ARTICLE XIII
CLAIMS PROCEDURE

     If a Participant or Beneficiary ("Claimant") believes 
that he or she is entitled to a benefit under the Plan, the 
Claimant may submit a signed, written application to the 
Committee or its delegate within 90 days of having been 
denied such a benefit.  The Claimant will generally be 
notified of the approval or denial of this application 
within 90 days (180 days in unusual circumstances) of the 
date that the Committee or its delegate receives the 
application.  If the claim is denied, the notification 
will state specific reasons for the denial and the 
Claimant will have 60 days to file a signed, written 
request for a review of the denial with the Committee or 
its delegate.  This request will include the reasons for 
requesting a review, facts supporting the request and any 
other relevant comments.  The Committee or its delegate, 
operating pursuant to its discretionary authority to 
administer and interpret the Plan and to determine 
eligibility for benefits under the terms of the Plan, 
will generally make a final, written determination of 
the Claimant's eligibility for benefits within 60 days 
(120 days in unusual circumstances) of receipt of the 
request for review.

ARTICLE XIV
ALIENATION AND QUALIFIED DOMESTIC RELATIONS ORDERS

     14.01     Prohibition.  Plan benefits may not be 
assigned or alienated and will not be subject to the 
claims of creditors.  The Plan will, however, honor 
properly executed federal or Puerto Rico tax levies, 
executions on federal or Puerto Rico tax judgments, 
Qualified Domestic Relations Orders within the meaning 
of ERISA Section 206(d), and the provisions of this 
Plan regarding loans and distributions to minors and 
incompetent persons.

     14.02     Qualified Domestic Relations Order.  A 
distribution to an Alternate Payee authorized by a 
Qualified Domestic Relations Order may be made even 
if the affected Participant would not be eligible to 
receive a similar distribution from the Plan at that 
time.  The Committee has full discretionary authority 
to determine whether a domestic relations order is 
"Qualified" within the meaning of ERISA Section 206(d).  
Rights and benefits provided to a Participant or 
Beneficiary are subject to the rights and benefits of 
an Alternate Payee under a Qualified Domestic Relations 
Order.

ARTICLE XV
ADMINISTRATION

     15.01     Committee.  The Directors may appoint a 
Committee to administer the Plan.  The Committee will 
hold office at the pleasure of the Directors and will 
be a named fiduciary of the Plan.  To the extent that 
the Directors have not appointed a Committee, the term 
Committee, as used in this Article, shall be deemed to 
refer to the Company.

     15.02     Power.  The Committee has full discretionary 
authority to administer and interpret the Plan, including 
discretionary authority to determine eligibility for 
participation and for benefits under the Plan, to appoint 
one or more investment managers, to correct errors, and 
to construe ambiguous terms.  The Committee may delegate 
its discretionary authority and such duties and 
responsibilities as it deems appropriate to facilitate the 
day-to-day administration of the Plan and, unless the 
Committee provides otherwise, such a delegation will carry 
with it the fully discretionary authority to accomplish 
the delegation.  Determinations by the Committee or the 
its delegate will be final and conclusive upon all persons.

     15.03     Indemnification.  The Participating 
Companies will indemnify and hold harmless the Directors, 
the members of the Committee, and any Employees, from and 
against any and all liabilities, claims, costs and expenses, 
including attorneys' fees, arising out of an alleged breach 
in the performance of their fiduciary duties under the Plan 
and under ERISA, other than such liabilities, claims, costs 
and expenses as may result from the gross negligence or 
willful misconduct of such persons.  The Participating 
Companies shall have the right, but not the obligation, 
to conduct the defense of such persons in any proceeding 
to which this Section applies.  

     15.04     Expenses.  All proper expenses incurred in 
administering the Plan will be paid from the Trust if not 
paid by the Participating Companies.  If expenses are 
initially paid by a Participating Company, the Participating 
Company may be reimbursed from the Trust.  Committee members 
will receive no compensation for their services in 
administering the Plan.

     15.05     Allocation of Responsibility.  Except to the 
extent provided in Section 405 of ERISA, no fiduciary shall 
have any liability for a breach of fiduciary responsibility 
of another fiduciary with respect to the Plan and Trust.

ARTICLE XVI
AMENDMENTS

     The Directors, by written action, may amend the Plan 
(prospectively or retroactively).  The Directors may 
delegate this authority to a committee of Directors.  Upon 
adoption, the amendment will become effective in accordance 
with its terms.  Except as provided elsewhere in this Plan, 
no amendment will (a) cause Plan assets to revert to a 
Participating Company or to be used for purposes other 
than the exclusive benefit of Participants and Beneficiaries 
and payment of reasonable expenses, (b) deprive any 
Participant of a benefit already accrued, or (c) change the 
duties or liabilities of a Trustee without consent of the 
Trustee.

ARTICLE XVII
TERMINATION, MERGER AND TRANSFER

     17.01     Participating Companies.  A Participating 
Company may, in its sole discretion, by written action of 
its board of directors or by a committee appointed by its 
board of directors, discontinue contributions to or 
terminate the Plan, in whole or in part, at any time with 
respect to its own Employees.

     17.02     Company.  The Directors reserve the right 
to terminate the Plan, at any time, in their sole and 
absolute discretion by written action.  The Directors may 
delegate this authority to a committee of Directors.  If 
the Plan is terminated with respect to all Participating 
Companies, the Trustees will pay to each Participant 
affected by the termination, or that Participant's 
Beneficiary, within a reasonable time, the net value of 
the Participant's Account in accordance with the written 
directions of the Committee; provided that, if termination 
of the Plan does not constitute a distribution event within 
the meaning of the requirements of PR-Code Section 1165(e), 
the Participants' Salary Deferral Contributions Account, 
Cash-or-Deferred Value Sharing Bonus Deferral Account, 
Matching Contributions Account, and Special Contributions 
Account will continue to be held in trust for subsequent 
distribution in accordance with the applicable requirements.

     17.03     Mergers and Transfers.  This Plan may be 
merged or consolidated with another tax-qualified retirement 
Plan and assets and liabilities may be transferred from this
Plan to any other retirement plan qualified under PR-Code 
Section 1165(e) if  each Participant is entitled to receive 
from this Plan, or from the surviving or transferee plan, 
immediately after the merger, consolidation or transfer, a 
benefit equal to or greater than the benefit the Participant 
would have been entitled to receive under this Plan if this 
Plan had been terminated immediately before the merger, 
consolidation or transfer.

ARTICLE XVIII
MISCELLANEOUS

     18.01     Limitation of Rights.  Participation in this 
Plan will not give to any Employee the right to be retained 
in the employ of an Affiliated Company, nor any right or 
interest in this Plan other than as provided in this Plan 
document.

     18.02     Satisfaction of Claims.  Any payment to (or 
on behalf of) a Participant, the Participant's legal 
representative or Beneficiary, in accordance with the terms 
of this Plan will, to the extent thereof, be in full 
satisfaction of all claims that person may have against 
the Trust, the Plan, each Trustee, the Committee and all 
Participating Companies, any of whom may require the 
recipient, as a condition precedent to such payment, to 
execute a receipt and release therefor in such form as 
shall be determined by the Trustee, the Committee or a 
Participating Company, as the case may be.  The 
Participating Companies do not guarantee the Trust, the 
Participants, or their Beneficiaries against loss of or 
depreciation in value of any right or benefit that any 
of them may acquire under this Plan.

     18.03     Construction.  Although contributions 
made by the Participating Companies are not limited 
to profits, the Plan is intended to be a profit sharing 
plan.  The Plan is to be construed and administered in 
accordance with ERISA and other pertinent federal laws 
and in accordance with the laws of the Commonwealth of 
Puerto Rico to the extent not preempted by ERISA; 
provided, however, that if any provision is susceptible 
of more than one interpretation, such interpretation 
shall be given thereto as is consistent with the intent 
that this Plan and its related Trusts be exempt from 
Puerto Rico income tax under PR-Code Section 1165(a).  
The headings and subheadings of this instrument are 
inserted for convenience of reference only and are not 
to be considered in the construction of this Plan.

     18.04     Severability.  If a provision of this 
Plan is held by a court of competent jurisdiction to be 
invalid or unenforceable, the remaining provisions of 
the Plan will remain fully effective.

     18.05     Source of Benefits.  All benefits payable 
under the Plan shall be paid and provided for solely from 
the Trust, and the Participating Companies assume no 
liability or responsibility therefor.

     IN WITNESS WHEREOF, the Company has caused this 
Plan to be executed this 27th day of November, 1996.

                              THE CLOROX COMPANY



                         By: /s/ EDWARD A. CUTTER
                            Edward A. Cutter





APPENDIX I:  TESTING 1165(E) CONTRIBUTIONS

     1.01     Individual Limit on Elective Deferrals.

          (a)     Definition.  "Elective Deferrals" means 
contributions on behalf of a Participant under a qualified 
cash or deferred arrangement described in PR-Code Section 
1165(e). 

          (b)     Limit.  A Participant's 1165(e) 
Contributions under the Plan for any calendar year may not 
exceed the lesser of 10% of a Participant's Compensation or 
$7,500 (not indexed) limit of PR-Code Section 1165(e)(7)(A).

          (c)     Distribution.  If a Participant notifies 
the Committee or its delegate following the close of the 
Participant's taxable year, pursuant to procedures established 
by the Committee or its delegate, that the Participant's total 
Elective Deferrals for the taxable year exceed the 10%/$7,500 
limit of PR-Code Section 1165(e)(7)(A) or if 1165(e) 
Contributions exceed the amount permitted by PR-Code Section 
1165(e)(7)(A), the excess, together with income earned on the 
excess during the calendar year will be distributed to the 
Participant by April 15 following the year in which the excess 
contribution was made.  Income will be determined using a 
method used for allocating income to Participants' Accounts 
during the Plan Year and will not include income earned after 
the end of the Plan Year. 

     1.02     Limit on 1165(e) Contributions.

          (a)     Deferral Percentage means, for a group of 
Eligible Employees, the average of the ratios (calculated 
separately for each individual) of (i) to (ii) where (i) is 
the 1165(e) Contributions allocated for the Plan Year to the 
individual, and (ii) is the Participant's Compensation for the 
Plan Year.  The Deferral Percentage for an Eligible Employee 
who does not elect to make 1165(e) Contributions is zero.

          (b)     Tests.  1165(e) Contributions must satisfy 
one of the following tests:

               (i)     The Deferral Percentage for Highly 
Compensated Employees must not be more than 125% of the 
Deferral Percentage for Non-Highly Compensated Employees.

               (ii)     The Deferral Percentage for Highly 
Compensated Employees must not be more than 2 percentage 
points plus the Deferral Percentage for Non-Highly 
Compensated Employees.

          (c)     Deferral Percentage Test Operational 
Rules.

               (i)     Aggregated Plans.  If 2 or more plans 
that include cash or deferred arrangements are considered a 
single plan for purposes of PR-Code Section 165(a)(9) or 
PR-Code Section 1165(a)(10) (other than for purposes of 
the average benefits test of PR-Code Section 1165(a)(9)(B)), 
the cash or deferred arrangements included in those plans 
will be treated as a single arrangement.  

               (ii)     Highly Compensated.  If an eligible 
Highly Compensated Employee is a participant under two or 
more cash or deferred arrangements of an Affiliated Employer, 
for purposes of determining that Employee's Deferral 
Percentage, all such cash or deferred arrangements will be 
treated as a single cash or deferred arrangement.

               (iii)     Disregarded Employees.  Any Employee 
who is not, at any time during the Plan Year, eligible to 
authorize a 1165(e) Contribution will be disregarded.

          (d)     Satisfaction of Deferral Percentage Test.

               (i)     Reduction of Contributions.  If, at 
any time, the Committee or its delegate determines that the 
Deferral Percentage test is not likely to be satisfied, the 
Committee or its delegate may reduce the 1165(e) Contributions 
of Highly Compensated Employees or a Participating Company 
make a Special Contribution to the Plan.

               (ii)     Recalculation.  If the Plan does not 
satisfy the Deferral Percentage test the Deferral Percentage 
for the Highly Compensated Employee with the greatest 
Deferral Percentage will be reduced to the extent required to 
enable the Plan to satisfy the Deferral Percentage test, or 
to cause the Deferral Percentage of the Highly Compensated 
Employee with the greatest Deferral Percentage to equal the 
Deferral Percentage of the Highly Compensated Employee with 
the next greatest Deferral Percentage.  The Deferral 
Percentages of these Highly Compensated Employees will then 
be reduced together and this process will be repeated as 
necessary until the Plan satisfies the Deferral Percentage 
test. 

               (iii)     Excess Contributions.  A Highly 
Compensated Employee's excess contributions are the amount 
by which the 1165(e) Contribution made on behalf of the 
Highly Compensated Employee for the Plan Year must be reduced 
pursuant to the recalculation provisions of this paragraph 
(2) for the Plan to satisfy the Deferral Percentage test. 
Subject to the following provisions, excess contributions 
will be distributed to the Participant for whom they were 
contributed.

               (iv)     Adjustments.  Distributions of excess 
contributions will be adjusted for income and loss using a 
method used for allocating income to Participants' Accounts 
during the Plan Year and they will be reduced by the excess 
deferrals distributed pursuant to Section 1.01 of this 
Appendix.  Income earned after the end of the Plan Year will 
not be distributed.  Federal, state or local income tax 
withholding obligations attributable to the distribution may 
be satisfied out of the distribution.  Distributions of 
excess contributions will be reduced by distributions of 
excess deferrals.  Unmatched 1165(e) Contributions will be 
distributed before matched Salary Deferral Contributions.  
If matched 1165(e) Contributions must also be distributed, 
they will be accompanied by the forfeiture of a proportionate 
share of Matching Contributions.

               (v)     Timing. Excess contributions for a 
Plan Year will be distributed no later than the last day 
of the Plan Year immediately following the Plan Year for 
which the contributions were made.




APPENDIX II:  DISTRIBUTION PROVISIONS

     The information contained in this Appendix is consistent 
with the Plan's distribution provisions, and is generally 
required by law to be explicitly stated in the Plan.

     1.01     Incorporation by Reference of US-Code 
Section 401(a)(9) Regulations.  Distributions will be 
made in accordance with the regulations under US-Code Section 
401(a)(9), including the minimum distribution incidental 
benefit requirement of US-Code Section 401(a)(9)(G).  

     1.02     Installment Distributions.  Once a 
Participant has attained age 70-1/2, the amount of the 
installments distributed each calendar year must be at 
least an amount ("401(a)(9) amount") equal to the 
quotient obtained by dividing the Participant's entire 
interest in the Plan by the life expectancy of the 
Participant.  Life expectancies will not be recalculated.  
To the extent that the minimum distribution requirements 
under US-Code Section 401(a)(9) are not satisfied for a 
given calendar year, an Employee will receive installments 
distributed each calendar year that are in an amount at 
least equal to the Employee's 401(a)(9) amount.  Such an 
Employee will have a new Annuity Starting Date upon the 
occurrence of a standard distribution event under this 
Plan (e.g. the Employee's termination of employment or the 
termination of the Plan), and that Employee's subsequent 
Plan benefits will be redetermined to reflect prior 
benefit payments.

     1.03     401(a)(9) Deferral Limitations for Beneficiaries.

          (a)     Death After Required Beginning Date.  
If a Participant dies after the Participant's required 
beginning date, the remaining portion of that Participant's 
Account will continue to be distributed at least as 
rapidly as under the method of distribution in effect 
before the Participant's death.

          (b)     Death Before Required Beginning Date.  
If the Participant dies before the Participant's required 
beginning date, distribution of the Participant's entire 
Account shall be completed by December 31 of the calendar 
year containing the fifth anniversary of the Participant's 
death, except to the extent that an election is made in 
accordance with the following paragraphs:

               (1)     Designated Beneficiary.  If any 
portion of the Participant's Account is payable to a 
designated Beneficiary, distributions may be made for a 
period certain not greater than the life expectancy of 
the designated Beneficiary commencing on or before 
December 31 of the calendar year immediately following 
the calendar year in which the Participant died.

               (2)     Surviving Spouse.  If the 
designated Beneficiary is the Participant's surviving 
spouse, the date that distributions payable for a period 
certain not greater than the life expectancy of the 
Participant's surviving spouse are required to begin to 
the Participant's surviving spouse shall not be earlier 
than the later of December 31 of the calendar year 
immediately following the calendar year in which the 
Participant died, and December 31 of the calendar year 
in which the Participant would have attained age 70-1/2.  

               (9)     Death of Spouse.  If the surviving 
spouse dies after the Participant, but before payments 
to the spouse begin, the provisions of this subsection, 
with the exception of paragraph (2), shall be applied 
as if the surviving spouse were the Participant.

     1.04     TEFRA 242(b) Election.  If a Participant 
made a written election, prior to January 1, 1984, to 
defer commencement of his or her distribution in a 
manner consistent with the Tax Equity and Fiscal 
Responsibility Act of 1982, such an election will be 
honored.

     1.05     Timing.  Subject to US-Code 
Regulation 1.411(a)-11(c)(7) and the provisions of this 
Plan, benefits of a former Participant shall become 
payable no later than 60 days after the last to occur of 
(a) the last day of the Plan Year in which the 
Participant attains age 65, (b) the last day of the 
Plan Year in which the Participant separates from 
employment with the Company, or (c) the 10th anniversary 
of the last day of the Plan Year in which the 
Participant commenced participation in the Plan.  

     1.06     Normal Retirement Date means the first 
day of the month coinciding with or next following a 
Participant's attainment of age 65 ("Normal Retirement Age").