THE CLOROX COMPANY 
INDEPENDENT DIRECTORS' STOCK-BASED COMPENSATION PLAN 

 
Table of Contents
 
Page
ARTICLE I   INTRODUCTION
1.01     Establishment of Plan                 1
1.01     Purpose of Plan                       1
1.02     Effective Date of Plan                1
 
ARTICLE II   DEFINITIONS                       1
 
ARTICLE III   CREDITS
3.01     Transition Credits                    3
3.02     Automatic Credits                     3
3.03     Elective Credits                      4
 
ARTICLE IV   ACCOUNTS AND INVESTMENTS
4.01     Accounts                              5
4.02     Deferred Stock Units                  5
4.03     Deferred Cash Accounts                6
4.04     Hypothetical Nature of Accounts
         and Investments                       6

ARTICLE V   PAYMENTS
5.01     Entitlement to Payment                6
5.02     Payment Commencement Date             7
5.03     Form and Amount of Payment            7
 
ARTICLE VI   ADMINISTRATION
6.01     In General                           8
6.02     Plan Amendment and Termination       8
6.03     Reports to Participants              8
6.04     Delegation of Authority              8
 
ARTICLE VII    CHANGE OF CONTROL
7.01     Change of Control Defined            9
7.02     Effect of Change of Control         10

ARTICLE VII    MISCELLANEOUS
8.01     Rights Not Assignable               11
8.02     Certain Rights Reserved             11
8.03     Withholding Taxes                   11
8.04     Incompetence                        11
8.05     Inability to Locate Participants
          and Beneficiaries                  11
8.06     Successors                          12
8.07     Usage                               12
8.08     Severability                        12
8.09     Governing Law                       13

<PAGE>

  ARTICLE I
ESTABLISHMENT AND PURPOSES OF PLAN


1.01     Establishment of Plan

The Company hereby establishes the Clorox Company Independent 
Directors' Stock-Based Compensation Plan, a nonqualified 
deferred compensation plan for the Independent Directors of 
the Company.  The Plan shall be an unfunded plan within the 
meaning of the Internal Revenue Code of 1986, as amended.  
It is intended that the Plan not cover employees and 
therefore not be subject to the Employee Retirement 
Income Security Act of 1974, as amended.

1.02     Purpose of Plan
 
The purpose of the Plan is to enhance the Company's ability 
to attract and retain Independent Directors whose training, 
experience and ability will promote the interests of the 
Company and to directly align the interests of such 
Independent Directors with the interests of the Company's 
shareowners by providing compensation based on the value of 
Clorox Common  Stock.  The Plan is designed to permit such 
Independent Directors to defer the receipt of all or a 
portion of the cash compensation otherwise payable to 
them for services to the Company as members of the Board.  
This Plan replaces the Company's Directors' Deferred 
Compensation Plan and the Directors' Retirement Plan with 
respect to persons who are the Independent Directors of the 
Company on July 1, 1996, or who become such after that date.

1.03     Effective Date of Plan

Except as otherwise provided by Section 3.01, the Plan shall 
apply only to a Participant's Director's Fees with respect
 to service on and after July 1, 1996.
 
 
ARTICLE II
DEFINITIONS
 
Unless the context clearly indicates otherwise, the following 
terms, when used in capitalized form in the Plan, shall have 
the meanings set forth below:

Account shall mean a bookkeeping account established for a 
Participant under Section 4.01.

Article shall mean an article of the Plan.

Beneficiary shall mean a Participant's beneficiary, designated 
in writing and in a form and manner satisfactory to the Board, 
or if a Participant fails to designate a beneficiary, or 
if the Participant's designated Beneficiary predeceases 
the Participant, the Participant's estate.

Board shall mean the Board of Directors of the Company.

Clorox Common Stock shall mean the common stock of the Company.

Closing Price shall mean, with respect to any date specified 
by the Plan, the closing price of a share of Clorox Common  
Stock on the composite tape of New York  Stock Exchange issues 
(or if there was no reported sale of Clorox Common Stock  
on such date, on the next preceding day on which there was 
such a reported sale).

Company shall mean The Clorox Company.

Deferred Stock Unit shall mean a hypothetical share of Clorox 
Common Stock as described in Section 4.02.

Director's Fees shall mean the annual retainer and meeting 
fees payable to a Participant for services to the Company 
as an Independent Director.  Director's Fees do not include 
amounts credited to a Participant under Section 3.01 or 
Section 3.02 hereof. 

Exchange Act means the Securities Exchange Act of 1934, 
as amended.

Independent Director means any individual who serves as a 
member of the Board of Directors of the Company and who 
is not an employee of the Company or any of its subsidiaries.
 
Participant means an Independent Director who is participating 
in the Plan.
 
Payment Anniversary Date shall mean an anniversary of the 
Payment Commencement Date.

Payment Commencement Date shall mean the first business day of 
the Plan Year immediately following the Plan Year in which 
the Participant terminates service as a member of the Board.
 
Plan shall mean this Clorox Company Independent Directors' 
Stock-Based Compensation Plan, as set forth herein and as 
amended from time to time.
 
Plan Year shall mean the calendar year.
 
Section shall mean a section of the Plan.
 
 
ARTICLE III
CREDITS
 
3.01     Transition Credits
 
(a)     Retirement Plan Credits.  As soon as practicable on 
or after July 1, 1996, the Company shall credit to the 
Account of each Participant a number of Deferred Stock Units 
determined in accordance with the schedule set forth in 
Appendix I to the Plan.  The credits set forth in Appendix I 
shall be provided in lieu of any benefits to which the 
Participant otherwise would have been entitled under The 
Clorox Company Directors' Retirement Plan as of its termination 
on June 30, 1996.  

(b)     Deferred Compensation Plan Credits.  

     (1)     Each Participant who has a balance standing to 
his or her credit in the Directors' Deferred Compensation 
Plan as of July 1, 1996, shall be permitted a one-time 
election, on or before December 31, 1996, to convert all 
or a portion of the balance standing to his or her credit 
in the Directors' Deferred Compensation Plan to Deferred 
Stock Units as of December 31, 1996.  A Participant who 
elects to convert all or a portion of his or her  account 
in the Directors' Deferred Compensation Plan to Deferred 
Stock Units shall be credited with the number of Deferred 
Stock Units determined by dividing the portion of his or 
her account in the Directors' Deferred Compensation Plan on 
December 31, 1996, for which such election is made by the 
average of the daily Closing Price for the month of December 
1996.  

     (2)     A Participant who does not elect to convert all 
of the balance standing to his or her credit in the Directors' 
Deferred Compensation Plan to Deferred Stock Units shall have 
the balance not converted transferred to a Deferred Cash 
Account which, thereafter, shall be administered under the 
terms of this Plan.

3.02     Automatic Credits
 
As of the last day of each Plan Year, the Company shall credit 
Deferred Stock Units to each Participant's Deferred Stock Unit 
Account equal to the number of Deferred Stock Units determined 
by dividing Ten Thousand Dollars ($10,000) by the average of 
the Closing Prices for the trading days in the month of 
December.  In the case of a Participant whose service as an 
Independent Director terminates during the Plan Year, the 
applicable dollar amount shall be determined by multiplying 
Ten Thousand Dollars ($10,000) by a fraction, the numerator of 
which shall be the number of full calendar quarters of service 
as an Independent Director completed by the Participant during 
the Plan Year and the denominator of which shall be four.  
 
3.03     Elective Credits
 
(a)     Subject to the provisions of this Section 3.03, a 
Participant may make an irrevocable election, with respect 
to each Plan Year, to receive all or a portion of his or her 
Director's Fees for the year in the form of cash, shares of 
Clorox Common Stock, deferred cash or Deferred Stock Units, 
provided that an individual who becomes a Participant on the 
Effective Date may elect to receive Director's Fees for the 
first quarter of the Company's fiscal year 1997 only in the 
form of cash or shares of Clorox Common Stock.  An election 
under this Section 3.03 shall be made in a form and manner 
satisfactory to the Board and shall be effective for a Plan 
Year only if made before the beginning of the Plan Year; 
provided that (i) an individual who becomes a Participant 
on the Effective Date may make an election to receive 
Director's Fees in the form of cash, shares of Clorox Common 
Stock, deferred cash or Deferred Stock Units for the second 
quarter of the Company's fiscal year 1997 on or before 
September 30, 1997, and (ii) any other individual who 
becomes a Participant after the first day of a Plan Year 
may make the election for that Plan Year within 30 days of 
becoming a Participant. A Participant who does not file a 
timely election for a Plan Year shall receive his or her 
Director's Fees in cash.

(b)     A Participant who elects to receive his or her 
Director's Fees in the form of shares of Clorox Common Stock, 
deferred cash, and/or Deferred Stock Units shall specify 
the percentage of such Director's Fees (in multiples of 10%, 
with an aggregate minimum of 50%) to be paid in the form 
of shares of Clorox Common Stock, deferred cash or Deferred 
Stock Units.

(c)     A Participant who elects to receive shares of 
Clorox Common Stock shall be distributed shares of Clorox 
Common Stock as of the last day of each calendar quarter 
equal to his or her accrued Director's Fees for the quarter, 
multiplied by the percentage of such Director's Fees 
previously selected by the Participant to be applied to the 
purchase of shares of Clorox Common Stock, and divided by 
the Closing Price as of the last trading day in such calendar 
quarter.  Cash shall be distributed in lieu of fractional 
shares of Clorox Common Stock.

(d)     A Participant who elects to receive deferred cash 
shall have credited to his or her Deferred Cash Account as 
of the last day of each calendar quarter an amount 
determined by multiplying his or her accrued Director's 
Fees for the quarter by the percentage of such Director's 
Fees previously selected by the Participant to be received 
as deferred cash.
 
(e)     A Participant who elects to receive Deferred Stock 
Units shall have credited to his or her Deferred Stock 
Unit Account as of the last day of each calendar quarter 
the number of Deferred Stock Units determined by multiplying 
his or her accrued Director's Fees for the quarter by the 
percentage of such Director's Fees previously selected by 
the Participant to be applied to the purchase of Deferred 
Stock Units, and dividing the product thereof by the Closing 
Price as of the last trading day in such calendar quarter.
 
ARTICLE IV
ACCOUNTS AND INVESTMENTS
 
4.01     Accounts
 
A separate Account under the Plan shall be established 
for each Participant.  Such Account shall be (a) credited 
with the amounts credited in accordance with Article III, 
(b) credited (or charged, as the case may be) with the 
investment results determined in accordance with Sections 
4.02 and 4.03, and (c) charged with the amounts paid by 
the Plan to or on behalf of the Participant in accordance 
with Article V.  Within each Participant's Account, 
separate subaccounts (including, as necessary, a Deferred 
Stock Unit Account and a Deferred Cash Account) shall be 
maintained to the extent the Board determines them to be 
necessary or useful in the administration of the Plan.

4.02     Deferred Stock Units
 
(a)     Deemed Investment in Clorox Common  Stock.   Except 
as provided in subsection (b), below, a Participant's 
Deferred Stock Unit Account shall be treated as if it 
were invested in Deferred Stock Units that are equivalent 
in value to the fair market value of shares of Clorox 
Common Stock in accordance with the following rules:
 
          (1) Deemed Reinvestment Of Dividends.  The number 
of Deferred Stock Units credited to a Participant's 
Deferred Stock Unit Account shall be increased on each 
date on which a dividend is paid on Clorox Common Stock.  
The number of additional Deferred Stock Units credited 
to a Participant's Deferred Stock Unit Account as a result 
of such increase shall be determined by (i) multiplying 
the total number of Deferred Stock Units (excluding 
fractional Deferred Stock Units) credited to the 
Participant's Deferred Stock Unit Account immediately 
before such increase by the amount of the dividend paid 
per share of Clorox Common Stock on the dividend payment 
date, and (ii) dividing the product so determined by the 
Closing Price on the dividend payment date.
 
          (2) Conversion Out of Deferred Stock Units.  The 
dollar value of the Deferred Stock Units credited to a 
Participant's Deferred Stock Unit Account on any date shall 
be determined by multiplying the number of Deferred Stock 
Units (including fractional Deferred Stock Units) credited 
to the Participant's Deferred Stock Unit Account by the 
Closing Price on that date.
 
          (3) Effect of Recapitalization.  In the event of a 
transaction or event described in this paragraph (3), the 
number of  Deferred Stock Units credited to a Participant's 
Deferred Stock Unit Account shall be adjusted in such manner 
as the Board, in its sole discretion, deems equitable.  A 
transaction or event is described in this paragraph (3) if 
(i) it is a dividend (other than regular quarterly dividends) 
or other distribution (whether in the form of cash, shares, 
other securities, or other property), extraordinary cash 
dividend, recapitalization,  stock  split, reverse stock 
split, reorganization, merger, consolidation, split-up, 
spin-off, repurchase, or exchange of shares or other securities, 
the issuance or exercisability of stock purchase rights, the 
issuance of warrants or other rights to purchase shares or 
other securities, or other similar corporate transaction or 
event and (ii) the Board determines that such transaction or 
event affects the shares of Clorox Common Stock, such that 
an adjustment pursuant to this paragraph (3) is appropriate 
to prevent dilution or enlargement of the benefits or 
potential benefits intended to be made available under the 
Plan.

(b)     Change in Deemed Investment Election.  A Participant who 
elects to receive distribution of his or her Accounts in 
annual installments will continue to have his or her Deferred 
Stock Unit Account credited with Deferred Stock Units during 
the installment period. 

4.03     Deferred Cash Accounts

Deferred Cash Accounts shall be credited with interest at 
an annual rate for each Plan Year equal to the Prime Lending 
Rate of Wells Fargo Bank as in effect on January 1 of such 
year.  Interest shall be accrued to the date of the actual 
payment and shall be compounded on a calendar quarter basis.  

4.04     Hypothetical Nature of Accounts and Investments
 
Each Account established under this Article IV shall be 
maintained for bookkeeping purposes only.  Neither the Plan 
nor any of the Accounts established under the Plan shall hold 
any actual funds or assets.  The Deferred Stock Units established 
hereunder shall be used solely to determine the amounts to be 
paid hereunder, shall not be or represent an equity security of 
the Company, shall not be convertible into or otherwise entitle a 
Participant to acquire an equity security of the Company and shall 
not carry any voting or dividend rights.
 
 
ARTICLE V
PAYMENTS
 
5.01     Entitlement to Payment
 
(a)     Credits to a Participant's Account under Section 3.03 
shall be in lieu of payment to the Participant of the related 
Director's  Fees.  Any payment under the Plan with respect to 
an Account shall be made as provided in this Article V.  The 
right of any person to receive one or more payments under the 
Plan shall be an unsecured claim against the general assets 
of the Company.  

(b)     Amounts credited to a Participant's Deferred Cash 
Account shall be paid in cash and amounts credited to a 
Participant's Deferred Stock Unit Account shall be paid in 
shares of Clorox Common Stock, except that a cash payment 
will be made with any final installment for any fraction of a 
Deferred Stock Unit remaining in the Participant's Account.  
Such fractional Deferred Stock Unit shall be valued at the 
Closing Price on the date of settlement.

5.02     Payment Commencement Date
 
Payments to a Participant with respect to the Participant's 
Account shall begin as of the Participant's Payment 
Commencement Date; provided that if a Participant dies before 
the Participant's Payment Commencement Date, payment of the 
entire value of the Participant's Account shall be made to 
the Participant's Beneficiary in accordance with the provisions 
of Section 5.03 after the Board receives all documents and 
other information that it requests in connection with the 
payment.  

5.03     Form and Amount of Payment 

(a)     Five Annual Installments.  A Participant shall receive 
his or her Account in five annual installments unless the 
Participant elects to receive his or her benefits under the 
Plan in the form of a lump-sum payment in accordance with 
subsection (b), below.  Annual installments shall be payable 
to the Participant beginning as of the Payment Commencement 
Date and continuing as of each Payment Anniversary Date 
thereafter until all installments have been paid.  The first 
annual installment shall equal one-fifth (1/5th) of the 
value of the Participant's Account(s), determined as of the 
Payment Commencement Date.  Each successive annual installment 
shall equal the value of the  Participant's Account(s), 
determined as of the Payment Anniversary Date, multiplied by a 
fraction, the numerator of which is one, and the denominator 
of which is the excess of  five over the number of installment 
payments previously made (i.e., 1/4th, 1/3rd, etc.).  If the 
Participant dies before the Participant's Payment Commencement 
Date, or after the Participant's Payment Commencement Date 
but before all five installments have been paid, the remaining 
installments shall be paid to the Participant's Beneficiary 
in accordance with the schedule in this subsection (a).
 
(b)     Lump Sum.  A Participant may elect to receive his or her 
Account under the Plan in the form of a lump-sum payment in 
lieu of the five installment payments determined under 
subsection (a), above.  The lump sum shall be payable to the 
Participant in cash and shares of Clorox Common Stock on the 
Payment Commencement Date. An election under this subsection 
(b) shall be made in a form and manner satisfactory to the 
Board and shall be effective as to the Participant only if 
made prior to termination of service with the Board of 
Directors. If the Participant dies before his or her 
Payment Commencement Date having elected to receive 
benefits in the form of a lump sum, a lump sum payment 
shall be made to the Participant's Beneficiary on the 
Payment Commencement Date.
 
 
ARTICLE VI
ADMINISTRATION
  
6.01     In General
 
(a)     The Plan shall be administered by the Board.  The 
Board shall act by vote or written consent of a majority 
of its members.

(b)     The Board shall have the discretionary authority 
to interpret the Plan and to decide any and all matters 
arising under the Plan, including without limitation the 
right to determine eligibility for participation, benefits, 
and other rights under the Plan; the right to determine 
whether any election or notice requirement or other 
administrative procedure under the Plan has been adequately 
observed; the right to determine the proper recipient of 
any distribution under the Plan; the right to remedy 
possible ambiguities, inconsistencies, or omissions by 
general rule or particular decision; and the right otherwise 
to interpret the Plan in accordance with its terms.  The 
Board's determination on any and all questions arising out 
of the interpretation or administration of the Plan shall 
be final, conclusive, and binding on all parties.
 
6.02     Plan Amendment and Termination

The Board may amend, suspend, or terminate the Plan at any 
time; provided that no amendment, suspension, or termination 
of the Plan shall, without a Participant's consent, reduce 
the Participant's benefits accrued under the Plan before the 
date of such amendment, suspension, or termination.  If the 
Plan is terminated in accordance with this Section 6.02, the 
terms of the Plan as in effect immediately before termination 
shall determine the right to payment in respect of any amounts 
that remain credited to a Participant's Account upon termination.
 
6.03     Reports to Participants
 
The Board shall furnish an annual statement to each Participant or, 
if the Participant is deceased, the Participant's Beneficiary) 
reporting the value of the Participant's Account as of the end 
of the most recent Plan Year. 
 
6.04     Delegation of Authority

 The Board may delegate to officers of the Company any and all 
authority with which it is vested under the Plan, and the Board 
may allocate its responsibilities under the Plan among its members. 


ARTICLE VII
CHANGE OF CONTROL

7.01     Change of Control Defined

A Change of Control shall be deemed to occur on

(a)     The acquisition by any individual, entity or group 
(within the meaning of Section 13(d)(3) or 14(d)(2) of the 
Exchange Act) (a "Person") of beneficial ownership (within 
the meaning of Rule 13d-3 promulgated under the Exchange Act) 
of 20%, or in the case of Henkel KGaA, or any person 
controlled by it ("Henkel"), more than the percentage unit 
of the Company's issued common stock agreed to in paragraph 
4(a) of the June 18, 1981, agreement between the Company and 
Henkel, as amended, of either (i) the then outstanding 
shares of common stock of the Company (the "Outstanding 
Company Common Stock") or (ii) the combined voting power 
of the then outstanding voting securities of the Company 
entitled to vote generally in the election of directors 
(the "Outstanding Company Voting Securities"); provided, 
however, that for purposes of this subsection (a), the 
following acquisitions shall not constitute a Change in 
Control: (1) any acquisition directly from the Company; 
(2) any acquisition by the Company, including any acquisition 
which, by reducing the number of shares outstanding, is the 
sole cause for increasing the percentage of shares 
beneficially owned by any such Person or by Henkel to more 
than the applicable percentage set forth above; (3) any 
acquisition by any employee benefit plan (or related trust) 
sponsored or maintained by the Company or by any corporation 
controlled by the Company; or (4) any acquisition by any 
corporation pursuant to a transaction which complies with 
clauses (i), (ii) and (iii) of Section 7.01(c); or 

(b)     Individuals who, as of July 1, 1996, constitute 
the Board (the "Incumbent Board") cease for any reason to 
constitute at least a majority of the Board; provided, 
however, that any individual becoming a director subsequent 
to the date hereof whose election, or nomination for 
election by the Company's shareholders, was approved by a 
vote of at least a majority of the directors then comprising 
the Incumbent Board, and if Henkel is not the acquiring 
person, any individual nominated as a representative of 
Henkel pursuant to the agreement between Henkel and the 
Company dated July 16, 1986, shall be considered as though 
such individual were a member of the Incumbent Board, but 
excluding, for this purpose, any such individual whose 
initial assumption of office occurs as a result of an actual 
or threatened election contest with respect to the election 
or removal of directors or other actual or threatened 
solicitation of proxies or consents by or on behalf of a 
Person other than the Board; or 

(c)     Consummation by the Company of a reorganization, 
merger or consolidation or sale or other disposition of a
ll or substantially all of the assets of the Company or 
the acquisition of assets of another corporation (a "Business 
Combination"), in each case, unless, following such Business 
Combination, (i) all or substantially all of the individuals 
and entities who were the beneficial owners, respectively, of 
the Outstanding Company Common Stock and the Outstanding 
Company Voting Securities immediately prior to such Business 
Combination beneficially own, directly or indirectly, more than 
50% of, respectively, the then outstanding shares of common 
stock and the combined voting power of the then outstanding 
voting securities entitled to vote generally in the election 
of directors, as the case may be, of the corporation resulting 
from such Business Combination (including, without limitation, 
a corporation which as a result of such transaction owns the 
Company or all of substantially all of the Company's assets 
either directly or through one or more subsidiaries) in 
substantially the same proportions as their ownership, 
immediately prior to such Business Combination, of the 
Outstanding Company Common Stock and the Outstanding Company 
Voting Securities, as the case may be, (ii) no Person 
(excluding any employee benefit plan (or related trust) 
of the Company or such corporation resulting from such 
Business Combination) beneficially owns, directly or 
indirectly, 20% or more of, respectively, the then outstanding 
shares of common stock of the corporation resulting from 
such Business Combination or the combined voting power of 
the then outstanding voting securities of such corporation 
except to the extent that such ownership existed prior to 
the Business Combination and (iii) at least a majority of 
the members of the board of directors of the corporation 
resulting from such Business Combination were members of 
the Incumbent Board at the time of the execution of the 
initial agreement, or of the action of the Board, providing 
for such Business Combination; or 

(d)     Approval by the shareholders of the Company of a 
complete liquidation or dissolution of the Company.  

7.02     Effect of Change of Control

(a)     Notwithstanding any other provision in any other 
Article of this Plan to the contrary, other than Section 
8.08(b), (i) the value of all amounts deferred by a 
Participant which have not yet been credited to the 
Participant's Account and (ii) the value of such Participant's 
Account shall be paid to such Participant in each case in 
a lump-sum cash payment on the occurrence of a Change in 
Control or as soon thereafter as practicable, but in no 
event later than five days after the Change in Control.  
The amount of cash credited to each Participant's Account 
prior to determining the amount of cash to be paid from 
the Account shall be determined by the Board (which, for 
this purpose, shall be comprised of employee members of 
the Board prior to the Change in Control) so as to reflect 
fairly and equitably appropriate interest and dividends and 
so as to reflect fairly and equitably such other facts and 
circumstances as the Board deems appropriate, including, 
without limitation, the recent price of shares of Clorox 
Common Stock.  For purposes of payments under this Article 
VII, the value of a Deferred Stock Unit shall be computed 
as the greater of (1) the Closing Price on or nearest the 
date on which the Change of Control is deemed to occur, or 
(2) the highest per share price for shares of Clorox Common 
Stock actually paid in connection with the Change of Control.


ARTICLE VIII
MISCELLANEOUS

8.01     Rights Not Assignable
 
No payment due under the Plan shall be subject in any manner 
to anticipation, alienation, sale, transfer, assignment, 
pledge, encumbrance, or charge in any other way.  Any attempt 
to anticipate, alienate, sell, transfer, assign, pledge, 
encumber, or charge such payment in any other way shall be 
void.  No such payment or interest therein shall be liable 
for or subject to the debts, contracts, liabilities, or torts 
of any Participant or Beneficiary.  If any Participant or 
Beneficiary becomes bankrupt or attempts to anticipate, 
alienate, sell, transfer, assign, pledge, encumber, or charge 
in any other way any payment under the Plan, the Board may 
direct that such payment be suspended and that all future 
payments to which such Participant or Beneficiary otherwise 
would be entitled be held and applied for the benefit of 
such person, the person's children or other dependents, or 
any of them, in such manner and in such proportions as the 
Board may deem proper.  

8.02     Certain Rights Reserved
 
Nothing in the Plan shall confer upon any person the right to 
continue to serve as a member of the Board or to participate 
in the Plan other than in accordance with its terms.
 
8.03     Withholding Taxes
 
The Board may make any appropriate arrangements to deduct from 
all credits and payments under the Plan any taxes that the 
Board reasonably determines to be required by law to be 
withheld from such credits and payments.
 
8.04     Incompetence
 
If the Board determines, upon evidence satisfactory to the 
Board, that any Participant or Beneficiary to whom a 
benefit is payable under the Plan is unable to care for 
his or her affairs because of illness or accident or 
otherwise, any payment due under the Plan (unless prior 
claim therefor shall have been made by a duly authorized 
guardian or other legal representative) may be paid, upon 
appropriate indemnification of the Board and the Company, 
to the spouse of the Participant or Beneficiary or other 
person deemed by the Board to have incurred expenses for 
the benefit of and on behalf of such Participant or 
Beneficiary.  Any such payment shall be a complete discharge 
of any liability under the Plan with respect to the amount so paid.
 
8.05     Inability to Locate Participants and Beneficiaries
 
Each Participant and Beneficiary entitled to receive a 
payment under the Plan shall keep the Board advised of his 
or her current address.  If the Board is unable for a period 
of 36 months to locate a Participant or Beneficiary to whom 
a payment is due under the Plan, commencing with the first 
day of the month as of which such payment first comes due, 
the total amount payable to such Participant or Beneficiary 
shall be forfeited.  Should such a Participant or Beneficiary 
subsequently contact the Board requesting payment, the Board 
shall, upon receipt of all documents and other information 
that it might request in connection with the payment, restore 
and pay the forfeited payment in a lump sum, the value of 
which shall not be adjusted to reflect any interest or other 
type of investment earnings or gains for the period of forfeiture.
 
8.06     Successors
 
The provisions of the Plan shall bind and inure to the benefit 
of the Company and its successors and assigns.  The term 
"successors" as used in the preceding sentence shall include 
any corporation or other business entity that by merger, 
consolidation, purchase, or otherwise acquires all or 
substantially all of the business and assets of the Company, 
and any successors and assigns of any such corporation or other 
business entity.
 
8.07     Usage
 
          (a)  Titles and Headings.  The titles to Articles 
and the headings of Sections, subsections, and paragraphs in 
the Plan are placed herein for convenience of reference only 
and shall be of no force or effect in the interpretation of 
the Plan.

          (b)  Number.  The singular form shall include the 
plural, where appropriate.

8.08     Severability
 
If any provision of the Plan is held unlawful or otherwise 
invalid or unenforceable in whole or in part, such unlawfulness, 
invalidity, or unenforceability shall not affect any other 
provision of the Plan or part thereof, each of which shall 
remain in full force and effect.  If the making of any payment 
or the provision of any other benefit required under the Plan 
is held unlawful or otherwise invalid or unenforceable, such 
unlawfulness, invalidity or unenforceability shall not prevent 
any other payment or benefit from being made or provided under 
the Plan, and if the making of any payment in full or the 
provision of any other benefit required under the Plan in full 
would be unlawful or otherwise invalid or unenforceable, then 
such unlawfulness, invalidity, or unenforceability shall not 
prevent such payment or benefit from being made or provided in 
part, to the extent that it would not be unlawful, invalid, or 
unenforceable, and the maximum payment or benefit that would 
not be unlawful, invalid, or unenforceable shall be made or 
provided under the Plan.
 
8.09     Governing Law
 
The Plan and all determinations made and actions taken under the 
Plan shall be governed by and construed in accordance with the 
laws of the State of California.
 
 THE CLOROX COMPANY
 
Attest: /s/ E. A. Cutter

Date: September 18, 1996
 

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                                     CLOROX BOARD OF  DIRECTORS 
                                      DEFERRED STOCK  UNIT  PLAN

                                             APPENDIX I
 


                          PENSION BENEFIT CONVERSION TO  STOCK  UNITS
 
 
                       NORMAL               PRESENT VALUE               NUMBER OF  STOCK 
                     RETIREMENT              OF ACCRUED                    UNITS AT
DIRECTOR                DATE                BENEFIT AS OF                   6/30/96
                                              6/30/96                    CONVERSION (1)
 
<S>                  <C>                     <C>                           <C>
 
BOGGAN               12/31/2015              $ 28,984                       327.04
COLLINS              12/31/2000              $ 57,954                       653.92
FAIRCHILD            12/31/2000              $172,221                      1943.26
MANCHOT              12/31/2006              $ 62,893                       709.65
MORTON               12/31/2002              $ 66,652                       752.07
SCARFF               12/31/2000              $125,352                      1414.41
SCOTT                12/31/2006              $ 61,242                       691.02
SHUMWAY              12/31/1997              $166,445                      1878.08
VOHS                 12/31/1998              $127,427                      1437.82
WOLFE                12/31/2002              $ 63,916                       721.20

(1) Number of  Stock Units equals PV of accrued benefit divided by the Closing Price on 
    June 28, 1996. 
 

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