THE CLOROXCOMPANY

TO

THE BANK OFNEW YORK TRUST COMPANY, N.A.TRUSTEE

_________________________________

INDENTURE

DATED AS OFDECEMBER 3, 2004

_________________________________

TABLE OFCONTENTS

Page

ARTICLE IDEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION1.01.      Definitions..........................................................................................................1

SECTION1.02.       Compliance CertificatesandOpinions...................................................................7

SECTION1.03.       Form of DocumentsDelivered toTrustee.............................................................7

SECTION1.04.       Acts ofHolders...................................................................................................8

SECTION1.05.       Notices, Etc., to TrusteeandCompany.................................................................8

SECTION1.06.       Notices to Holders;Waiver..................................................................................8

SECTION1.07.       Compliance with TrustIndentureAct...................................................................9

SECTION1.08.       Effect of Headings andTable ofContents.............................................................9

SECTION1.09.       Successors andAssigns.......................................................................................9

SECTION1.10.       SeparabilityClause..............................................................................................9

SECTION1.11.       Benefits ofIndenture...........................................................................................9

SECTION1.12.       GoverningLaw...................................................................................................9

SECTION1.13.       LegalHolidays....................................................................................................9

SECTION1.14.      Counterparts.......................................................................................................9

ARTICLE IISECURITY FORMS

SECTION2.01.       FormsGenerally................................................................................................10

SECTION2.02.       Form of Face ofSecurity...................................................................................10

SECTION2.03.       Form of Reverse ofSecurity..............................................................................14

SECTION2.04.       Form of Trustee’sCertificate ofAuthentication...................................................22

SECTION2.05.       Form of Legend for GlobalSecurities..................................................................22

SECTION2.06.       Form of Legend onRestrictedSecurities.............................................................22

ARTICLE IIITHE SECURITIES

SECTION3.01.       Issuable inSeries...............................................................................................23

SECTION3.02.       Establishment of Terms ofSeries ofSecurities....................................................23

SECTION3.03.       Execution andAuthentication.............................................................................26

SECTION3.04.       TemporarySecurities.........................................................................................26

SECTION3.05.       Registration;Registration of Transfer andExchange............................................ 27

SECTION3.06.       Mutilated, Destroyed,Lost and StolenSecurities..................................................28

SECTION3.07.       Payment of Interest;Interest RightsPreserved....................................................29

SECTION3.08.       Persons DeemedOwners..................................................................................30

SECTION3.09.      Cancellation......................................................................................................30

SECTION3.10.       Computation ofInterest......................................................................................30

SECTION3.11.       CUSIPNumbers...............................................................................................31

SECTION3.12.       Book-Entry Provisions forGlobalSecurity...........................................................31

SECTION3.13.       Special TransferProvisions................................................................................32

SECTION3.14.       Maintenance of Office orAgency......................................................................34

SECTION3.15.       Money for SecuritiesPayments To Be Held inTrust............................................ 35

ARTICLE IVSATISFACTION AND DISCHARGE

SECTION4.01.       Satisfaction andDischarge ofIndenture..............................................................36

SECTION4.02.       Application of TrustMoney................................................................................37

SECTION4.03.       Defeasance and DischargeofIndenture.............................................................37

SECTION4.04.       Defeasance of CertainObligations......................................................................38

ARTICLE VREMEDIES

SECTION5.01.       Events ofDefault..............................................................................................39

SECTION5.02.       Acceleration of Maturity;Rescission andAnnulment........................................... 40

SECTION5.03.       Collection ofIndebtedness and Suits for Enforcement byTrustee......................... 40

SECTION5.04.       Trustee May File ProofsofClaim.......................................................................41

SECTION5.05.       Trustee May EnforceClaims Without Possession ofSecurities............................. 42

SECTION5.06.       Application of MoneyCollected..........................................................................42

SECTION5.07.       Limitation onSuits.............................................................................................42

SECTION5.08.       Unconditional Right ofHolders To Receive Principal, Premium and Interest..........43

SECTION5.09.       Restoration of Rights andRemedies....................................................................43

SECTION5.10.       Rights and RemediesCumulative........................................................................43

SECTION5.11.       Delay or Omission NotWaiver...........................................................................43

SECTION5.12.       Control byHolders.............................................................................................43

SECTION5.13.       Waiver of PastDefaults.....................................................................................43

SECTION5.14.       Undertaking forCosts........................................................................................44

SECTION5.15.       Waiver of Stay orExtensionLaws......................................................................44

ARTICLE VITHE TRUSTEE

SECTION6.01.       Certain Duties andResponsibilities......................................................................44

SECTION6.02.       Notice ofDefaults.............................................................................................44

SECTION6.03.       Certain Rights ofTrustee...................................................................................45

SECTION6.04.       Not Responsible forRecitals or Issuance ofSecurities......................................... 46

SECTION6.05.       May HoldSecurities..........................................................................................46

SECTION6.06.       Money Held inTrust..........................................................................................46

SECTION6.07.       Compensation andReimbursement.....................................................................46

SECTION6.08.       Disqualification;ConflictingInterests..................................................................47

SECTION6.09.       Corporate TrusteeRequired;Eligibility................................................................47

SECTION6.10.       Resignation and Removal;Appointment ofSuccessor.......................................... 48

SECTION6.11.       Acceptance of AppointmentbySuccessor..........................................................49

SECTION6.12.       Merger, Conversion,Consolidation or Succession toBusiness............................... 49

SECTION6.13.       Preferential Collectionof Claims AgainstCompany............................................. 50

ARTICLE VIIHOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION7.01.       Company To FurnishTrustee Names and Addresses ofHolders........................... 50

SECTION7.02.       Preservation ofInformation; Communication toHolders....................................... 50

SECTION7.03.       Reports byTrustee............................................................................................50

SECTION7.04.       Reports byCompany.........................................................................................51

ARTICLE VIIICONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OF LEASE

SECTION8.01.       Company May Consolidate,Etc., Only on CertainTerms..................................... 51

SECTION8.02.       SuccessorSubstituted........................................................................................52

ARTICLE IXSUPPLEMENTAL INDENTURES

SECTION9.01.       Consent, Waiver orAmendment Without Consent ofHolders............................... 52

SECTION9.02.       Supplemental Indentureswith Consent ofHolders................................................53

SECTION9.03.       Execution of SupplementalIndentures.................................................................54

SECTION9.04.       Effect of SupplementalIndentures......................................................................54

SECTION9.05.       Conformity with TrustIndentureAct..................................................................54

SECTION9.06.       Reference in Securitiesto SupplementalIndentures.............................................54

SECTION9.07.       Waiver of CertainCovenants.............................................................................54

SECTION9.08.       Payment forConsent.........................................................................................55

ARTICLE XCOVENANTS

SECTION10.01.      Payment of Principal, PremiumandInterest........................................................55

SECTION10.02.      Restrictions on SecuredDebt.............................................................................55

SECTION10.03.      Restriction on Sale andLeasebackTransactions..................................................57

SECTION10.04.      ComplianceCertificate.......................................................................................58

SECTION10.05.      Stay, Extension and UsuryLaws........................................................................59

SECTION10.06.      CorporateExistence..........................................................................................59

SECTION10.07.     Taxes...............................................................................................................59

SECTION10.08.      Calculation of Original IssueDiscount.................................................................59

ARTICLE XIREDEMPTION

SECTION11.01.      Notice toTrustee...............................................................................................59

SECTION11.02.      Selection of Securities to beRedeemed...............................................................60

SECTION11.03.      Notice ofRedemption........................................................................................60

SECTION11.04.      Effect of Notice ofRedemption..........................................................................60

SECTION11.05.      Deposit of RedemptionPrice..............................................................................60

SECTION11.06.      Securities Redeemed inPart...............................................................................60

EXHIBITA      -     Form of Certificate to be Delivered in Connection with Transfers toNon-QIB Institutional Accredited Investors

EXHIBITB      -     Form of Certificate to be Delivered in Connection with TransfersPursuant to Regulation S

INDENTURE, dated as ofDecember 3, 2004, between THE CLOROX COMPANY, a Delawarecorporation (herein called the “Company”),having its principal office at 1221 Broadway, Oakland, California94612-1888, and THE BANK OF NEW YORK TRUST COMPANY, N.A., anational banking association, as Trustee (herein called the“Trustee”).

For and in considerationof the premises and the purchase from time to time of Securities bythe Holders thereof, it is mutually covenanted and agreed, for theequal and proportionate benefit of all Holders of Securities, asfollows:

# DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

## Definitions

.  For all purposesof this Indenture, except as otherwise expressly provided or unlessthe context otherwise requires:

The terms defined in this Article have the meanings assigned tothem in this Article and include the plural as well as thesingular.

All other terms used herein which are defined in the TrustIndenture Act or by Commission Rule under the Trust Indenture Act,either directly or by reference therein, have the meanings assignedto them therein; the following TIA terms used in this Indenturehave the following meanings:

“indenturesecurities” means the Securities;

“indenture securityholder” means a Holder;

“indenture to bequalified” means this Indenture; and

“indenturetrustee” or “institutional trustee” means theTrustee.

Any gender used in this Indenture shall be deemed and construedto include correlative words of the masculine, feminine or neutergender.

All accounting terms not otherwise defined herein have themeanings assigned to them in accordance with generally acceptedaccounting principles, and, except as otherwise herein expresslyprovided, the term “generally accepted accountingprinciples” with respect to any computation required orpermitted hereunder shall mean such accounting principles as aregenerally accepted in the United States of America at the date ofsuch computation.

All references in this instrument to designated“Articles”, “Sections” and othersubdivisions are to the designated Articles, Sections and othersubdivisions of this instrument; and the words“herein”, “hereof” and“hereunder” and other words of similar import refer tothis Indenture as a whole and not to any particular Article,Section or other subdivision.

“or” is not exclusive.

“including” means including without limitation.

Certain terms usedprincipally in Article VI are defined in that Article.

“Act”,when used with respect to any Holder, has the meaning specified inSection 1.04.

“Affiliate” of any specifiedPerson means any other Person directly or indirectly controlling orcontrolled by or under direct or indirect common control with suchspecified Person.  For the purposes of this definition,“control”, when used with respect to any specifiedPerson, means the power to direct the management and policies ofsuch Person, whether through the ownership of voting securities, bycontract or otherwise; and the terms “controlling” and“controlled” have meanings correlative to theforegoing.

“AgentMember” means, with respect to any Global Security, aPerson that has an account with the Depositary for such GlobalSecurity.

“AttributableDebt” in respect of any Sale and Leaseback Transactionmeans, at the date of determination, the present value (discountedat the rate of interest implicit in the terms of the lease) of theobligation of the lessee for net rental payments during theremaining term of the lease (including any period for which suchlease has been extended or may, at the option of the lessor, beextended).  “Net rental payments” under any leasefor any period means the sum of the rental and other paymentsrequired to be paid in such period by the lessee thereunder,excluding any amounts required to be paid by such lessee (whetheror not designated as rental or additional rental payments) onaccount of maintenance and repairs, insurance, taxes, assessments,water rates or similar charges required to be paid by such lesseethereunder or any amounts required to be paid by such lesseethereunder contingent upon the amount of sales, maintenance andrepairs, insurance, taxes, assessments, water rates or similarcharges.

“Board ofDirectors” means either the board of directors of theCompany or any duly authorized committee appointed by thatboard.

“BoardResolution” means a copy of a resolution certified by theSecretary or an Assistant Secretary of the Company to have beenduly adopted by the Board of Directors or a duly constitutedcommittee thereof and to be in full force and effect on the date ofsuch certification and delivered to the Trustee.  Where anyprovision of this Indenture refers to action to be taken pursuantto a Board Resolution, such action may be taken by any committee,officer or employee of the Company authorized to take such actionby a Board Resolution.

“BusinessDay” means each Monday, Tuesday, Wednesday, Thursday orFriday which is not a day on which banking institutions generallyin New York City are authorized or obligated by law or executiveorder to close.

“Commission” means theSecurities and Exchange Commission, as from time to timeconstituted, created under the Exchange Act or, if at any timeafter the execution of this instrument such Commission is notexisting and performing the duties now assigned to it under theTrust Indenture Act, then the body performing such duties at suchtime.

“Company” means the Personnamed as the “Company” in the first paragraph of thisinstrument until a successor corporation shall have become suchpursuant to the applicable provisions of this Indenture, andthereafter “Company” shall mean such successorcorporation.

“CompanyRequest” or “Company Order” means awritten request or order signed in the name of the Company by itsChairman of the Board, its Chief Executive Officer, its Presidentor a Vice President and by its Treasurer, an Assistant Treasurer,its Secretary or an Assistant Secretary and delivered to theTrustee.

“Consolidated NetTangible Assets” means, at the date of determination, theaggregate amount of assets (less applicable reserves and otherproperly deductible items) after deducting therefrom (a) allcurrent liabilities (excluding any indebtedness for money borrowedhaving a maturity of less than 12 months from the date of the thenmost recent consolidated balance sheet of the Company publiclyavailable but which by its terms is renewable or extendible beyond12 months from such date at the option of the borrower) and (b) allgoodwill, trade names, patents, unamortized debt discount andexpense and any other like intangibles, all as set forth on thethen most recent consolidated balance sheet of the Company publiclyavailable and computed in accordance with generally acceptedaccounting principles.

“Corporate TrustOffice” initially means, with respect to the presentationor surrender of Securities in respect of payments thereon, theoffice of the Trustee in The City of New York, New York, whichoffice at the date hereof is located at 101 Barclay Street, NewYork, New York, and for all other purposes including notices to theTrustee and demands in respect of the Securities, the office of theTrustee in The City of Los Angeles, California, which office at thedate hereof is located at 700 South Flower St., Suite 500, LosAngeles, California  90017-4104, and from time to time in thefuture for any purpose such other office as the Trustee maydesignate from time to time.

“Corporation” includescorporations, associations, companies, joint stock companies andbusiness trusts.

“Debt”has the meaning specified in Section 10.02.

“DefaultedInterest” has the meaning specified in Section3.07.

“Depositary” means, withrespect to the Securities of any series issuable or issued in wholeor in part in the form of one or more Global Securities, TheDepository Trust Company or another Person designated as Depositaryby the Company, which must be a clearing agency registered underthe Exchange Act.

“Event ofDefault” has the meaning specified in Section5.01.

“ExchangeAct” means the Securities Exchange Act of 1934, asamended.

“ExchangeSecurities” means the series B Securities to be issuedunder this Indenture in exchange for Initial Securities pursuant toa Registration Rights Agreement.

“FundedDebt” means Debt which by its terms matures at or isextendible or renewable at the option of the obligor to a date morethan 12 months after the date of the creation of suchDebt.

“GlobalSecurity” has the meaning specified in Section3.01.

“Holder” means a Person inwhose name a Security is registered in the SecurityRegister.

“Indenture” means thisIndenture as originally executed or as it may from time to time besupplemented or amended by one or more indentures supplementalhereto entered into pursuant to the applicable provisions hereofand shall include the form and terms of each particular Series ofSecurities established as contemplated hereunder.

“InitialPurchasers” means the initial purchasers named in apurchase agreement, as initial purchasers of the series ASecurities in an offering of such Securities.

“InitialSecurities” means the series A Securities issued underthis Indenture.

“InstitutionalAccredited Investor” means an institution that is an“accredited investor” as that term is defined in Rule501(a)(1), (2), (3) or (7) under the Securities Act.

“interest”, when used withrespect to any Security, means the amount of all interest accruingon such Security, including all additional interest payable on theSecurities pursuant to the Registration RightsAgreement.

“interest paymentdate”, when used with respect to any Security, means theStated Maturity of an installment of interest on suchSecurity.

“IssueDate” means, as to any Series, the original date ofissuance of the Securities of such Series.

“Lien”or “Liens” has the meaning specified in Section10.02.

“Maturity”, when used withrespect to any Security, means the date on which the principal ofsuch Security or an installment of principal becomes due andpayable as therein or herein provided, whether at the StatedMaturity or by declaration of acceleration, call for redemption orotherwise.

“Non-U.S.Person” means a person who is not a U.S. person, asdefined in Regulation S.

“Officer” means the Chairmanof the Board of Directors, the Chief Executive Officer, thePresident, any Vice-President, the Treasurer, the Secretary, anyAssistant Treasurer or any Assistant Secretary of theCompany.

“Officers’Certificate” means a certificate signed by two Officers,one of whom must be the Company’s principal executiveofficer, principal financial officer, principal accounting officeror Treasurer.

“Offshore GlobalSecurity” has the meaning set forth in Section3.01.

“OffshorePhysical Security” has the meaning set forth in Section3.01.

“Opinion ofCounsel” means a written opinion of counsel, who may(except as otherwise expressly provided in this Indenture) be anemployee of or counsel for the Company. 

“Outstanding”, when used withrespect to Securities, means, as of the date of determination, allSecurities theretofore authenticated and delivered under thisIndenture, except:

              (i)      Securities theretofore canceledby the Trustee or delivered to the Trustee forcancellation;

             (ii)      Securities for whose payment orredemption money in the necessary amount has been theretoforedeposited with the Trustee or any Paying Agent (other than theCompany) in trust or set aside and segregated in trust by theCompany (if the Company shall act as its own Paying Agent) forHolders of such Securities; provided that, if suchSecurities are to be redeemed, notice of such redemption has beenduly given pursuant to this Indenture or provision thereforsatisfactory to the Trustee has been made; and

            (iii)      Securities which have been paidpursuant to Section 3.06 or in exchange for or in lieu of whichother Securities have been authenticated and delivered pursuant tothis Indenture, other than any such Securities in respect of whichthere shall have been presented to the Trustee proof satisfactoryto it that such Securities are held by a bona fide purchaser inwhose hands such Securities are valid obligations of theCompany;

provided,however, that in determining whether the Holders of therequisite principal amount of the Outstanding Securities have givenany request, demand, authorization, direction, notice, consent orwaiver hereunder or whether a quorum is present at a meeting ofHolders of Securities, Securities owned by the Company or any otherobligor upon the Securities or any Affiliate of the Company or ofsuch other obligor shall be disregarded and deemed not to beOutstanding, except that, in determining whether the Trustee shallbe protected in relying upon any such request, demand,authorization, direction, notice, consent or waiver, onlySecurities which a Responsible Officer of the Trustee actuallyknows to be so owned shall be so disregarded.  Securities soowned which have been pledged in good faith may be regarded asOutstanding if the pledgee establishes to the satisfaction of theTrustee the pledgee’s right so to act with respect to suchSecurities and that the pledgee is not the Company or any otherobligor upon the Securities or any Affiliate of the Company or ofsuch other obligor.

“PayingAgent” means any Person authorized by the Company to paythe principal of (and premium, if any) and/or interest on anySecurities on behalf of the Company.

“Person” means any individual,Corporation, partnership, joint venture, association, joint stockcompany, trust, unincorporated organization or government or anyagency or political subdivision thereof.

“PhysicalSecurity” has the meaning set forth in Section3.01.

“PredecessorSecurity” of any particular Security means every previousSecurity evidencing all or a portion of the same debt as thatevidenced by such particular Security, and, for the purposes ofthis definition, any Security authenticated and delivered underSection 3.06 in exchange for or in lieu of a mutilated, destroyed,lost or stolen Security shall be deemed to evidence the same debtas the mutilated, destroyed, lost or stolen Security.

“PrincipalProperty” means any plant, office facility, warehouse,distribution center or equipment located within the United Statesof America (other than its territories or possessions) and owned bythe Company or any Subsidiary, the gross book value (withoutdeduction of any depreciation reserves) of which on the date as ofwhich the determination is being made exceeds 1% of ConsolidatedNet Tangible Assets of the Company, except any such property whichthe Board of Directors, in its good faith opinion, determines isnot of material importance to the business conducted by the Companyand its Subsidiaries, taken as a whole, as evidenced by a BoardResolution.

“PrivateExchange” means the offer by the Issuer, pursuant to theRegistration Rights Agreement, to the Initial Purchasers to issueand deliver to the Initial Purchasers, in exchange for the InitialSecurities held by the Initial Purchasers, as part of their initialdistribution, a like aggregate principal amount of Private ExchangeSecurities.

“Private ExchangeSecurities” means the series B Securities to beissued pursuant to this Indenture to the Initial Purchasers in aPrivate Exchange.

“PrivatePlacement Legend” means the legend set forth on theInitial Securities in the form set forth in Section2.02(a).

“PurchaseAgreement” means a purchase agreement among the Companyand the Initial Purchasers named therein relating to the purchaseand sale of Initial Securities.

“QualifiedInstitutional Buyer” or “QIB” shallhave the meaning specified in Rule 144A.

“RegistrationRights Agreement” means, with respect to any issuance ofInitial Securities under this Indenture, the registration rightsagreement entered into among the Company and the Initial Purchasersof such Initial Securities.

“RegulationS” means Regulation S under the SecuritiesAct.

“ResponsibleOfficer”, when used with respect to the Trustee, meansany officer of the Trustee assigned by it to administer itscorporate trust matters and who shall have direct responsibilityfor the administration of this Indenture.

“RestrictedSubsidiary” means any Subsidiary of the Company whichowns or leases Principal Property.

“RestrictedSecurity” has the meaning specified in Section2.06.

“Rule144A” means Rule 144A under the SecuritiesAct.

“Securities” means the InitialSecurities, the Exchange Securities and the Private ExchangeSecurities issued hereunder.  Initial Securities of a Seriestogether with any Exchange Securities and Private ExchangeSecurities issued in respect thereof shall all be deemed a part ofthe same Series for the purpose of this Indenture.

“SecuritiesAct” means the Securities Act of 1933.

“SecurityRegister” and “Security Registrar”have the respective meanings specified in Section 3.05.

“Series” means a series ofSecurities established under this Indenture, treated as a singleSeries, issued under this Indenture.

“StatedMaturity”, when used with respect to any Security or anyinstallment of principal thereof or interest thereon, means thedate specified in such Security as the fixed date on which theprincipal of such Security or such installment of principal orinterest is due and payable.

“Subsidiary” means anyCorporation or other business entity of which securities (excludingsecurities entitled to vote for directors only by reason of thehappening of a contingency) entitled to elect at least a majorityof the Corporation’s directors shall at the time be owned,directly or indirectly, by the Company, or one or moreSubsidiaries, or by the Company and one or moreSubsidiaries.

“Trust IndentureAct” or “TIA” means the TrustIndenture Act of 1939 as in force at the date as of which thisinstrument was executed, except as provided in Section9.05.

“Trustee” means the Personnamed as the “Trustee” in the first paragraph of thisinstrument until a successor Trustee shall have become suchpursuant to the applicable provisions of this Indenture, andthereafter “Trustee” shall mean or include suchsuccessor Person.

“U.S. GlobalSecurity” has the meaning set forth in Section3.01.

“U.S. GovernmentObligations” means direct obligations of the UnitedStates of America, backed by its full faith and credit.

“U.S. PhysicalSecurity” has the meaning set forth in Section3.01.

“VicePresident”, when used with respect to the Company, meansany vice president, whether or not designated by a number or a wordor words added before or after the title “vicepresident”.

## Compliance Certificates andOpinions

.  Upon anyapplication or request by the Company to the Trustee to take anyaction under any provision of this Indenture, the Company shallfurnish to the Trustee an Officers’ Certificate stating thatall conditions precedent, if any, provided for in this Indenturerelating to the proposed action have been complied with and anOpinion of Counsel stating that in the opinion of such counsel allsuch conditions precedent, if any, have been complied with, exceptthat in the case of any such application or request as to which thefurnishing of such documents is specifically required by anyprovision of this Indenture relating to such particular applicationor request, no additional certificate or opinion need befurnished.

Every certificate oropinion with respect to compliance with a condition or covenantprovided for in this Indenture shall include:

a statement that each individual signing such certificate oropinion has read such covenant or condition and the definitionsherein relating thereto;

a brief statement as to the nature and scope of the examinationor investigation upon which the statements or opinions contained insuch certificate or opinion are based;

a statement that, in the opinion of each such individual, he hasmade such examination or investigation as is necessary to enablehim to express an informed opinion whether such covenant orcondition has been complied with; and

a statement whether, in the opinion of each such individual,such condition or covenant has been complied with.

## Form of Documents Delivered toTrustee

.  In any case whereseveral matters are required to be certified by, or covered by anopinion of, any specified Person, it is not necessary that all suchmatters be certified by, or covered by the opinion of, only onesuch Person, or that they be so certified or covered by only onedocument, but one such Person may certify or give an opinion withrespect to some matters and one or more other such Persons as toother matters, and any such Person may certify or give an opinionas to such matters in one or several documents.

Any certificate or opinionof any officer of the Company may be based, insofar as it relatesto legal matters, upon a certificate or opinion of, orrepresentations by, counsel, unless such officer knows, or in theexercise of reasonable care should know, that the certificate oropinion or representations with respect to the matters upon whichsuch officer’s certificate or opinion is based areerroneous.  Any such certificate or Opinion of Counsel may bebased, insofar as it relates to factual matters, upon a certificateor opinion of, or representations by, an officer or officers of theCompany stating that the information with respect to such factualmatters is in the possession of the Company, unless such counselknows, or in the exercise of reasonable care should know, that thecertificate or opinion or representations with respect to suchmatters are erroneous.

Where any Person isrequired to make, give or execute two or more applications,requests, consents, certificates, statements, opinions or otherinstruments under this Indenture, they may, but need not, beconsolidated and form one instrument.

## Acts of Holders

.

### Any request, demand, authorization, direction, notice, consent,waiver or other action provided by this Indenture to be given ortaken by Holders may be embodied in and evidenced by one or moreinstruments of substantially similar tenor signed by such Holdersin person or by an agent duly appointed in writing, and, except asherein otherwise expressly provided, such action shall becomeeffective when such instrument or instruments are delivered to theTrustee and, where it is hereby expressly required, to theCompany.  Such instrument or instruments (and the actionembodied therein and evidenced thereby) are herein sometimesreferred to as the “Act” of the Holders signingsuch instrument or instruments.  Proof of execution of anysuch instrument or of a writing appointing any such agent shall besufficient for any purpose of this Indenture and (subject toSection 6.01) conclusive in favor of the Trustee and the Company,if made in the manner provided in this Section.

### The fact and date of the execution by any Person of any suchinstrument or writing may be proved by the affidavit of a witnessof such execution or by a certificate of a notary public or otherofficer authorized by law to take acknowledgments of deeds,certifying that the individual signing such instrument or writingacknowledged to him the execution thereof.  Where suchexecution is by a signer acting in a capacity other than suchsigner’s individual capacity, such certificate or affidavitshall also constitute sufficient proof of such signer’sauthority.  The fact and date of the execution of any suchinstrument or writing, or the authority of the Person executing thesame, may also be proved in any other manner which the Trusteedeems sufficient.

### The ownership of Securities shall be proved by the SecurityRegister.

### Any request, demand, authorization, direction, notice, consent,waiver or other Act of the Holder of any Security shall bind everyfuture Holder of the same Security and the Holder of every Securityissued upon the registration of transfer thereof or in exchangetherefor or in lieu thereof in respect of anything done, omitted orsuffered to be done by the Trustee or the Company in reliancethereon, whether or not notation of such action is made upon suchSecurity.

## Notices, Etc., to Trustee andCompany

.  Any request,demand, authorization, direction, notice, consent, waiver or Act ofHolders or other document provided or permitted by this Indentureto be made upon, given or furnished to, or filed with:

the Trustee by any Holder or by the Company shall be sufficientfor every purpose hereunder if made, given, furnished or filed inwriting to or with a Responsible Officer of the Trustee at itsCorporate Trust Office, Attention:  Corporate TrustAdministration; or

the Company by the Trustee or by any Holder shall be sufficientfor every purpose hereunder (unless otherwise herein expresslyprovided) if in writing and mailed, first-class postage prepaid, tothe Company addressed to it at the address of its principal officespecified in the first paragraph of this instrument(Attention:  General Counsel) or at any other addresspreviously furnished in writing to the Trustee by the Company.

## Notices to Holders;Waiver

.  Where thisIndenture provides for notice to Holders of any event, such noticeshall be sufficiently given (unless otherwise herein expresslyprovided) if in writing and mailed, first-class postage prepaid, toeach Holder affected by such event, at such Holder’s addressas it appears in the Security Register, not later than the latestdate, and not earlier than the earliest date, prescribed for thegiving of such notice.  In any case where notice to Holders isgiven by mail, neither the failure to mail such notice, nor anydefect in any notice so mailed, to any particular Holder shallaffect the sufficiency of such notice with respect to otherHolders.  Where this Indenture provides for notice in anymanner, such notice may be waived in writing by the Person entitledto receive such notice, either before or after the event, and suchwaiver shall be the equivalent of such notice.  Waivers ofnotice by Holders shall be filed with the Trustee, but such filingshall not be a condition precedent to the validity of any actiontaken in reliance upon such waiver.

In case by reason of thesuspension of regular mail service or by reason of any other causeit shall be impracticable to give such notice by mail, then suchnotification as shall be made by or with the approval of theTrustee shall constitute a sufficient notification for everypurpose hereunder.

## Compliance with Trust IndentureAct

.  Upon the firsteffectiveness of a registration statement under the Securities Actwith respect to Securities issued hereunder, this Indenture will besubject to the provisions of the Trust Indenture Act that arerequired to be part of this Indenture and shall, to the extentapplicable, be governed by such provisions.

## Effect of Headings and Table ofContents

.  The Article andSection headings herein and the Table of Contents are forconvenience only and shall not affect the constructionhereof.

## Successors and Assigns

.  All covenants andagreements in this Indenture by the Company or the Trustee shallbind its successors and assigns, whether so expressed ornot.

## Separability Clause

.  In case anyprovision in this Indenture or in the Securities shall be invalid,illegal or unenforceable, the validity, legality and enforceabilityof the remaining provisions shall not in any way be affected orimpaired thereby.

## Benefits of Indenture

.  Nothing in thisIndenture or in the Securities, express or implied, shall give toany Person, other than the parties hereto, any Paying Agent, anySecurities Registrar, and their successors hereunder and theHolders, any benefit or any legal or equitable right, remedy orclaim under this Indenture.

## Governing Law

.  This Indenture andthe Securities shall be governed by and construed in accordancewith the internal laws of the State of New York.

## Legal Holidays

.  Except as may beotherwise specified with respect to any particular Series, in anycase where any interest payment date or Stated Maturity of anySecurity shall not be a Business Day, then (notwithstanding anyother provision of this Indenture or of the Securities) payment ofinterest or principal (and premium, if any) need not be made onsuch date, but may be made on the next succeeding Business Day withthe same force and effect as if made on the interest payment dateor at the Stated Maturity, provided that no interest shallaccrue for the period from and after such interest payment date orStated Maturity, as the case may be.

## Counterparts

.  This instrumentmay be executed in any number of counterparts, each of which soexecuted shall be deemed to be an original, but all suchcounterparts shall together constitute but one and the sameinstrument.

# SECURITY FORMS

## Forms Generally

.

The Securities shall be insubstantially the forms set forth, or referenced, in this Article,in each case with such appropriate insertions, omissions,substitutions and other variations as are required or permitted bythis Indenture, and may have such letters, numbers or other marksof identification and such legends or endorsements placed thereonas may be required to comply with the rules of any securitiesexchange or as may, consistently herewith, be determined by theofficers executing such Securities, as evidenced by their executionof the Securities.

The Trustee’scertificates of authentication shall be in substantially the formset forth in this Article with such appropriate insertions,omissions, substitutions and other variations as are required orpermitted by this Indenture.

The definitive Securitiesmay be printed, lithographed or engraved or produced by anycombination of these methods on steel engraved borders or may beproduced in any other manner permitted by the rules of anysecurities exchange on which the Securities may be listed, all asdetermined by the officers executing such Securities, as evidencedby their execution of such Securities.

## Form of Face of Security

.

### The form of the face of the Initial Securities shall besubstantially as follows:

THIS NOTE HAS NOT BEENREGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BEOFFERED, PLEDGED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THEACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BYITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT(A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (ASDEFINED IN RULE 144A UNDER THE SECURITIES ACT), OR (B) ITIS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORETRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIESACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THELATER OF THE DATE OF THE ORIGINAL ISSUANCE OF THIS NOTE OR THE DATETHIS NOTE WAS ACQUIRED FROM AN AFFILIATE OF THE COMPANY, REOFFER,PLEDGE, RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TOTHE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITEDSTATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITHRULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITEDSTATES TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHINTHE MEANING OF SUBPARAGRAPH (A)(1),(2),(3), OR (7) OF RULE 501UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTSOF RULE 144 UNDER THE SECURITIES ACT WHO, PRIOR TO SUCH TRANSFER,FURNISHES TO THE COMPANY A SIGNED LETTER CONTAINING CERTAINREPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ONTRANSFER OF THE NOTES AND AN OPINION OF COUNSEL (IF THE COMPANY SOREQUESTS), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORETRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIESACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDEDBY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) INACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OFCOUNSEL IF THE COMPANY SO REQUESTS), OR (G) PURSUANT TO ANEFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, INEACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTEIS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,”“UNITED STATES” AND “U.S. PERSON” HAVE THEMEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIESACT.

_____________________

Each Holder hereof, by itsacceptance hereof, will be deemed to have agreed to be bound by theprovisions of the Registration Rights Agreement (as defined on thereverse hereof).

_____________________

THE CLOROX COMPANY[TITLE OF SECURITY]SERIES A

CUSIP No.___________

No.__________                                                                                                       [$]__________

THE CLOROX COMPANY, aDelaware corporation (the “Company”, which termincludes any successor corporation under the Indenture hereinafterreferred to), for value received, hereby promises to pay to___________ or registered assigns the principal sum of_____________ [United States dollars] on[maturity date] at the office or agency of the Company referred tobelow, and to pay interest thereon on [insert interest paymentdates] of each year, commencing on                    , accruing from                    or from the most recent date to which interest has been paid orduly provided for[, at the rate of [  ]% per annum, until theprincipal hereof is paid or duly provided for.  Interest shallbe computed on the basis of a 360-day year of twelve 30-daymonths.]

The interest so payable,and punctually paid or duly provided for, on any interest paymentdate will, as provided in the Indenture referred to on the reversehereof, be paid to the person in whose name this Security (or oneor more Predecessor Securities) is registered at the close ofbusiness on the [insert record dates], whether or not a BusinessDay, as the case may be, next preceding such interest paymentdate.  Any such interest not so punctually paid, or dulyprovided for, and interest on such defaulted interest at the thenapplicable interest rate borne by the Securities, to the extentlawful, shall forthwith cease to be payable to the Holder on suchrecord date, and may be paid to the person in whose name thisSecurity (or one or more Predecessor Securities) is registered atthe close of business on a Special Record Date for the payment ofsuch defaulted interest to be fixed by the Trustee, notice of whichshall be given to Holders of Securities not less than 10 days priorto such Special Record Date, or may be paid at any time in anyother lawful manner not inconsistent with the requirements of theDepositary or any clearing agency through which clearing of tradesof the Securities regularly takes place or any securities exchangeon which the Securities may be listed, and upon such notice as maybe required by the Depositary or any such clearing agency orexchange, all as more fully provided in such Indenture.  Inaddition, the Company may be obligated to pay additional interestpursuant to certain provisions of the Registration RightsAgreement.

If this Security is aGlobal Security, all payments in respect of this Security will bemade to the Depositary or its nominee in immediately availablefunds in accordance with customary procedures established from timeto time by the Depositary.  If this Security is a GlobalSecurity and a Restricted Security, reference is made to therestriction on ownership of beneficial interests herein containedin the Indenture.  If this Security is not a Global Security,payment of the principal of, premium, if any, and interest on thisSecurity will be made at the office or agency of the Companymaintained for that purpose in New York, New York, or at such otheroffice or agency of the Company as may be maintained for suchpurpose, in such coin or currency of the United States of Americaas at the time of payment is legal tender for payment of public andprivate debts; provided, however, that payment ofinterest may be made at the option of the Company by check mailedto the address of the person entitled thereto as such address shallappear on the Security Register.

Reference is hereby madeto the further provisions of this Security set forth on the reversehereof.

Unless the certificate ofauthentication hereon has been duly executed by the Trusteereferred to on the reverse hereof by manual signature, thisSecurity shall not be entitled to any benefit under the Indenture,or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, TheClorox Company has caused this instrument to be dulyexecuted.

Dated:

THE CLOROXCOMPANY

By:                                                                                        Name:           Title:    

By:                                                                                        Name:           Title:    

### The form of the face of the Exchange Securities and PrivateExchange Securities shall be substantially as follows:

THE CLOROXCOMPANY

_______________________

[TITLE OF SECURITY]SERIES B

CUSIP No.___________

No.__________                                                                                                       [$]__________

THE CLOROX COMPANY, aDelaware corporation (the “Company”, which termincludes any successor corporation under the Indenture hereinafterreferred to), for value received, hereby promises to pay to______________ or registered assigns the principal sum of________________ [United States Dollars] on[maturity date], at the office or agency of the Company referred tobelow, and to pay interest thereon on [insert interest paymentdates] of each year, commencing on                    , accruing from                    or from the most recent date to which interest has been paid orduly provided for[, at the rate of [  ]% per annum, until theprincipal hereof is paid or duly provided for.  Interest shallbe computed on the basis of a 360-day year of twelve 30-day months.]

The interest so payable,and punctually paid or duly provided for, on any interest paymentdate will, as provided in the Indenture referred to on the reversehereof, be paid to the person in whose name this Security (or oneor more Predecessor Securities) is registered at the close ofbusiness on [insert record dates], whether or not a Business Day,as the case may be, next preceding such interest paymentdate.  Any such interest not so punctually paid, or dulyprovided for, and interest on such defaulted interest at the thenapplicable interest rate borne by the Securities, to the extentlawful, shall forthwith cease to be payable to the Holder on suchrecord date, and may be paid to the person in whose name thisSecurity (or one or more Predecessor Securities) is registered atthe close of business on a Special Record Date for the payment ofsuch defaulted interest to be fixed by the Trustee, notice of whichshall be given to Holders of Securities not less than 10 daysprior to such Special Record Date, or may be paid at any time inany other lawful manner not inconsistent with the requirements ofthe Depositary or any clearing agency through which clearing oftrades of the Securities regularly takes place or any securitiesexchange on which the Securities may be listed, and upon suchnotice as may be required by the Depositary or any such clearingagency or exchange, all as more fully provided in suchIndenture.

If this Security is aGlobal Security, all payments in respect of this Security will bemade to the Depositary or its nominee in immediately availablefunds in accordance with customary procedures established from timeto time by the Depositary.  If this Security is not a GlobalSecurity, payment of the principal of, premium, if any, andinterest on this Security will be made at the office or agency ofthe Company maintained for that purpose in the New York, New York,or at such other office or agency of the Company as may bemaintained for such purpose, in such coin or currency of the UnitedStates of America as at the time of payment is legal tender forpayment of public and private debts; provided,however, that payment of interest may be made at the optionof the Company by check mailed to the address of the personentitled thereto as such address shall appear on the SecurityRegister.

Reference is hereby madeto the further provisions of this Security set forth on the reversehereof.

Unless the certificate ofauthentication hereon has been duly executed by the Trusteereferred to on the reverse hereof by manual signature, thisSecurity shall not be entitled to any benefit under the Indenture,or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, TheClorox Company has caused this instrument to be dulyexecuted.

THE CLOROXCOMPANY

By:                                                                                        Name:           Title:    

By:                                                                                        Name:           Title:    

## Form of Reverse ofSecurity

.

### The form of the reverse of the Initial Securities shall besubstantially as follows:

THE CLOROX COMPANY[TITLE OF SECURITY]SERIES A

This Security is one of aduly authorized issue of Securities of the Company designated asits [Title of Security] (the “Series ASecurities”), limited (except as otherwise provided inthe Indenture referred to below) in aggregate principal amount to[$][                     ]which may be issued under an indenture (herein called the“Indenture”) dated as of December 3, 2004between the Company and The Bank of New York Trust Company, N.A.,as trustee (herein called the “Trustee”, whichterm includes any successor Trustee under the Indenture), to whichIndenture and all indentures supplemental thereto reference ishereby made for a statement of the respective rights, limitationsof rights, duties, obligations and immunities thereunder of theCompany, the Trustee and the Holders of the Securities, and of theterms upon which the Securities are, and are to be, authenticatedand delivered.

All capitalized terms usedin this Series A Security which are defined in the Indentureand not otherwise defined herein shall have the meanings assignedto them in the Indenture.

No reference herein to theIndenture and no provisions of this Series A Security or ofthe Indenture shall alter or impair the obligation of the Company,which is absolute and unconditional, to pay the principal of,premium, if any, and interest on this Security at the times, placeand rate, and in the coin or currency, hereinprescribed.

[Insert any additionalinterest provisions.]

[Optional redemptionprovisions, if applicable.]

[Mandatory Redemptionprovision, if applicable.]

[AdditionalCovenants.]

The Holder of thisSecurity is entitled to the benefits of a Registration RightsAgreement, dated as of[                     ],among the Company and the Initial Purchasers named therein (as suchmay be amended from time to time, the “Registration RightsAgreement”).  Pursuant to the Registration RightsAgreement, the Company will be obligated to consummate an exchangeoffer pursuant to which the Holder of this Security shall have theright to exchange this Security for [Title of Security],Series B, of the Company (the “Series BSecurities”), which have been registered (or, withrespect to certain Series B Securities, which will be entitledto such registration, as set forth in the Registration RightsAgreement) under the Securities Act, in like principal amount andhaving identical terms as the Series A Securities.  TheHolders of Series A Securities shall be entitled to receivecertain additional interest payments in the event such exchangeoffer is not consummated and upon certain other conditions, allpursuant to and in accordance with the terms of the RegistrationRights Agreement.  The Series A Securities and the Series BSecurities are together referred to herein as the“Securities”.

The Indenture containsprovisions (which provisions apply to this Series A Security)for defeasance at any time of (a) the entire indebtedness ofthe Company on this Series A Security and (b) certainrestrictive covenants and related Events of Default, in each caseupon compliance by the Company with certain conditions set forththerein.

The Company and theTrustee may, without the consent of the Holders of any OutstandingSecurities, amend, waive or supplement the Indenture or theSecurities for certain specified purposes, including curingambiguities, defects or inconsistencies, maintaining thequalification of the Indenture under the Trust Indenture Act andmaking any change that does not adversely affect the rights of anyHolder.  Other amendments and modifications of the Indentureor the Securities may be made by the Company and the Trustee withthe consent of the Holders of not less than a majority of theaggregate principal amount of the Outstanding Securities, subjectto certain exceptions requiring the consent of the Holders of theparticular Securities to be affected.  Any such consent orwaiver by or on behalf of the Holder of this Series A Securityshall be conclusive and binding upon such Holder and upon allfuture Holders of this Series A Security and of anySeries A Security issued upon the registration of transferhereof or in exchange herefor or in lieu hereof whether or notnotation of such consent or waiver is made upon this Series ASecurity.

All Series ASecurities and Series B Securities shall vote together as oneseries of securities under the Indenture.

The Series ASecurities are issuable only in registered form without coupons indenominations of [     ] and any integralmultiple of [     ] in excessthereof.  As provided in the Indenture and subject to certainlimitations therein set forth, the Series A Securities areexchangeable for a like aggregate principal amount of Series ASecurities of a different authorized denomination, as requested bythe Holder surrendering the same.

If this Series A Securityis in certificated form, then as provided in the Indenture andsubject to certain limitations therein set forth, the transfer ofthis Series A Security is registrable on the Security Registerof the Company, upon surrender of this Series A Security forregistration of transfer at the office or agency of the Companymaintained for such purpose in New York, New York, or at such otheroffice or agency of the Company as may be maintained for suchpurpose, duly endorsed by, or accompanied by a written instrumentof transfer in form satisfactory to the Company and the SecurityRegistrar duly executed by, the Holder hereof or his attorney dulyauthorized in writing, and thereupon one or more new Series ASecurities, of authorized denominations and for the same aggregateprincipal amount, will be issued to the designated transferee ortransferees.

If this Series A Securityis a Restricted Security in certificated form, then as provided inthe Indenture and subject to certain limitations therein set forth,the Holder, provided it is a Qualified Institutional Buyer,may exchange this Series A Security for a book-entry securityby instructing the Trustee to arrange for such Series ASecurity to be represented by a beneficial interest in a GlobalSecurity in accordance with the customary procedures of theDepositary.

If this Series A Securityis a Global Security, it is exchangeable for Series A Securities incertificated form if (i) the Depositary notifies the Companythat it is unwilling or unable to continue as Depositary or theDepositary ceases to be a “clearing agency” registeredunder the Exchange Act and, in each case, a successor Depositary isnot appointed by the Company within 90 days of such notice orsuch cessation, as the case may be, (ii) the Company executesand delivers to the Trustee a Company Order that such GlobalSecurity shall be exchangeable or (iii) there shall haveoccurred and be continuing an Event of Default with respect to anySecurities represented by the Global Security.  Upon theoccurrence in respect of any Global Security of any one or more ofthe conditions specified in clauses (i), (ii) and (iii) of thepreceding sentence such Global Security may be exchanged forSecurities not bearing the legend specified in Section 2.05and registered in the names of such Persons as may be specified bythe Depositary (including Persons other than the Depositary). In addition, in accordance with the provisions of the Indenture andsubject to certain limitations therein set forth, a beneficialowner of a beneficial interest in a Global Security may request aSeries A Security in certificated form, in exchange in whole or inpart, as the case may be, for such beneficial owner’sinterest in the Global Security.  In any such instance, anowner of a beneficial interest in a Global Security will beentitled to physical delivery in certificated form of Series ASecurities in authorized denominations equal in principal amount tosuch beneficial interest and to have such Series A Securitiesregistered in its name.

No service charge shall bemade for any registration of transfer or exchange or redemption ofSeries A Securities, but the Company may require payment of asum sufficient to cover any tax or other governmental chargepayable in connection therewith.

At any time when theCompany is not subject to Section 12 or 15(d) of the ExchangeAct, upon the request of a Holder of a Series A Security, theCompany will promptly furnish or cause to be furnished suchinformation as is specified pursuant to Rule 144A(d)(4) under theSecurities Act (or any successor provision thereto) to such Holderor to a prospective purchaser of such Series A Securitydesignated by such Holder, as the case may be, in order to permitcompliance by such Holder with Rule 144A.

Prior to and at the timeof due presentment of this Series A Security for registration oftransfer, the Company, the Trustee and any agent of the Company orthe Trustee may treat the person in whose name this Series ASecurity is registered as the owner hereof for all purposes,whether or not this Series A Security shall be overdue, and neitherthe Company, the Trustee nor any agent shall be affected by noticeto the contrary.

This Security shall begoverned by and construed in accordance with the laws of the Stateof New York, without giving effect to the conflict of lawprovisions thereof.

ASSIGNMENT FORM

If you the Holder want toassign this Security, fill in the form below and have yoursignature guaranteed:

I or we assign andtransfer this Security to                                                                                                                                                                   (Insert assignee’s social security or tax IDnumber)

                                                                                                                                                                                                                                                                                                                        (Print or type assignee’s name, address and zipcode)

and irrevocably appoint                                                                                                                        

agent to transfer thisSecurity on the books of the Company.  The agent maysubstitute another to act for such agent.

In connection with anytransfer of this Security occurring prior to the date which is theearlier of (i) the date of the declaration by the Commissionof the effectiveness of a registration statement under theSecurities Act of 1933 (the “Securities Act”)covering resales of this Security (which effectiveness shall nothave been suspended or terminated at the date of the transfer) and(ii) the later of[            ],[     ], or the date two years (or suchshorter period of time as permitted by Rule 144(k) under theSecurities Act or any successor provision thereunder) after thelater of the date of issuance appearing on the face of thisSecurity and the last date on which the Company or an affiliate ofthe Company was the owner of this Security (or any PredecessorSecurity), the undersigned confirms that it has not utilized anygeneral solicitation or general advertising in connection with thetransfer and that:

Check one

ٱ          This Security is being transferred in compliance with the exemptionfrom registration under the Securities Act provided by Rule 144Athereunder.

or

ٱ          This Security is being transferred other than in accordance with(a) above and documents, including a transferee certificatesubstantially in the form attached hereto, are being furnishedwhich comply with the conditions of transfer set forth in thisSecurity and the Indenture.

If neither of theforegoing boxes is checked and, in the case of (b) above, if theappropriate document is not attached or otherwise furnished to theTrustee, the Trustee or Registrar shall not be obligated toregister this Security in the name of any person other than theHolder hereof unless and until the conditions to any such transferor registration set forth herein and in Section 3.13 of theIndenture shall have been satisfied.

Date:                                                             Your signature:                                                             (Sign exactly as your name appears on the other side of thisSecurity)

By:                                                                              Notice:  To be executed by an executive officer

Signature Guarantee:                                                   

TO BE COMPLETED BYPURCHASER IF (a) ABOVE IS CHECKED

The undersigned representsand warrants that it is purchasing this Security for its ownaccount or an account with respect to which it exercises soleinvestment discretion and that it and any such account is a“qualified institutional buyer” within the meaning ofRule 144A under the Securities Act and is aware that the saleto it is being made in reliance on Rule 144A and acknowledgesthat it has received such information regarding the Company as theundersigned has requested pursuant to Rule 144A (including theinformation specified in Rule 144A(d)(4)) or has determinednot to request such information and that it is aware that thetransferor is relying upon the undersigned’s foregoingrepresentations in order to claim the exemption from registrationprovided by Rule 144A.

Date:                                      

By:                                                                              Notice:  To be executed by an executive officer

### The form of the reverse of the Series B Securities shall besubstantially as follows:

THE CLOROX COMPANY[TITLE OF SECURITY]SERIES B

This Security is one of aduly authorized issue of Securities of the Company designated asits [Title of Security], Series B (the “Series BSecurities”), limited (except as otherwise provided inthe Indenture referred to below) in aggregate principal amount to[$][                        ],which may be issued under an indenture (herein called the“Indenture”) dated as of December 3, 2004between the Company and The Bank of New York Trust Company, N.A.,as trustee (herein called the “Trustee”, whichterm includes any successor Trustee under the Indenture), to whichIndenture and all indentures supplemental thereto reference ishereby made for a statement of the respective rights, limitation ofrights, duties, obligations and immunities thereunder of theCompany, the Trustee and the Holders of the Securities, and of theterms upon which the Securities are, and are to be, authenticatedand delivered.

All capitalized terms usedin this Series B Security which are defined in the Indenture andnot otherwise defined herein shall have the meanings assigned tothem in the Indenture.

No reference herein to theIndenture and no provision of this Series B Security or of theIndenture shall alter or impair the obligation of the Company,which is absolute and unconditional, to pay the principal of,premium, if any, and interest on this Security at the time, placeand rate, and in the coin or currency, hereinprescribed.

[Insert any additionalinterest provisions.]

[Optional redemptionprovisions, if applicable.]

[Mandatory Redemptionprovision, if applicable.]

[AdditionalCovenants.]

The Series B Securitieswere issued pursuant to an exchange offer pursuant to which [Titleof Security] of the Company (the “Series ASecurities”), in like principal amount and havingsubstantially identical terms as the Series B Securities, wereexchanged for the Series B Securities.  The Series ASecurities and the Series B Securities are together referred toherein as the “Securities”.

The Indenture containsprovisions (which provisions apply to this Series B Security) fordefeasance at any time of (a) the entire indebtedness of theCompany on this Series B Security and (b) certain restrictivecovenants and related Events of Default, in each case uponcompliance by the Company with certain conditions set forththerein.

The Company and theTrustee may, without the consent of the Holders of any OutstandingSecurities, amend, waive or supplement the Indenture or theSecurities for certain specified purposes, including, among otherthings, curing ambiguities, defects or inconsistencies, maintainingthe qualification of the Indenture under the Trust Indenture Actand making any change that does not adversely affect the rights ofany Holder.  Other amendments and modifications of theIndenture or the Securities may be made by the Company and theTrustee with the consent of the Holders of not less than a majorityof the aggregate principal amount of the Outstanding Securities,subject to certain exceptions requiring the consent of the Holdersof the particular Securities to be affected.  Any such consentor waiver by or on behalf of the Holder of this Series B Securityshall be conclusive and binding upon such Holder and upon allfuture Holders of this Security and of any Series B Security issuedupon the registration of transfer hereof or in exchange herefor orin lieu hereof whether or not notation of such consent or waiver ismade upon this Series B Security.

All Series ASecurities and Series B Securities shall vote together as oneseries of securities under the Indenture.

The Series B Securitiesare issuable only in registered form without coupons indenominations of [     ] and any amount inexcess thereof which is an integral multiple of[     ].  As provided in theIndenture and subject to certain limitations therein set forth, theSeries B Securities are exchangeable for a like aggregate principalamount of Series B Securities of a different authorizeddenomination, as requested by the Holder surrendering thesame.

If this Series B Securityis in certificated form, then as provided in the Indenture andsubject to certain limitations therein set forth, the transfer ofthis Series B Security is registrable on the Security Register ofthe Company, upon surrender of this Series B Security forregistration of transfer at the office or agency of the Companymaintained for such purpose in New York, New York, or at such otheroffice or agency of the Company as may be maintained for suchpurpose, duly endorsed by, or accompanied by a written instrumentof transfer in form satisfactory to the Company and the SecurityRegistrar duly executed by, the Holder hereof or his attorney dulyauthorized in writing, and thereupon one or more new Series BSecurities, of authorized denominations and for the same aggregateprincipal amount, will be issued to the designated transferee ortransferees.

If this Series B Securityis a Global Security, it is exchangeable for Series B Securities incertificated form if (i) the Depositary notifies the Company thatit is unwilling or unable to continue as Depositary or theDepositary ceases to be a “clearing agency” registeredunder the Exchange Act and, in each case, a successor Depositary isnot appointed by the Company within 90 days of such notice or suchcessation, as the case may be, (ii) the Company executes anddelivers to the Trustee a Company Order that such Global Securityshall be exchangeable or (iii) there shall have occurred andbe continuing an Event of Default with respect to any Securitiesrepresented by the Global Security.  Upon the occurrence inrespect of any Global Security of any one or more of the conditionsspecified in clauses (i), (ii) and (iii) of the preceding sentencesuch Global Security may be exchanged for Securities not bearingthe legend specified in Section 2.05 and registered in the names ofsuch Persons as may be specified by the Depositary (includingPersons other than the Depositary).  In addition, inaccordance with the provisions of the Indenture and subject tocertain limitations therein set forth, a beneficial owner of abeneficial interest in a Global Security may request a Series BSecurity in certificated form, in exchange in whole or in part, asthe case may be, for such beneficial owner’s interest in theGlobal Security.  In any such instance, an owner of abeneficial interest in a Global Security will be entitled tophysical delivery in certificated form of Series B Securities inauthorized denominations equal in principal amount to suchbeneficial interest and to have such Series B Securities registeredin its name.

No service charge shall bemade for any registration of transfer or exchange or redemption ofSeries B Securities, but the Company may require payment of a sumsufficient to cover any tax or other governmental charge payable inconnection therewith.

Prior to and at the timeof due presentment of this Series B Security for registration oftransfer, the Company, the Trustee and any agent of the Company orthe Trustee may treat the person in whose name this Series BSecurity is registered as the owner hereof for all purposes,whether or not this Series B Security shall be overdue, and neitherthe Company, the Trustee nor any agent shall be affected by noticeto the contrary.

This Security shall begoverned by and construed in accordance with the laws of the Stateof New York, without giving effect to the conflict of lawprovisions thereof.

ASSIGNMENT FORM

If you the Holder want toassign this Security, fill in the form below and have yoursignature guaranteed:

I or we assign andtransfer this Security to                                                                                                                                                                   (Insert assignee’s social security or tax IDnumber)

                                                                                                                                                                                                                                                                                                                        (Print or type assignee’s name, address and zipcode)

and irrevocably appoint                                                                                                                        

agent to transfer thisSecurity on the books of the Company.  The agent maysubstitute another to act for such agent.

Date:                                                             Your signature:                                                             (Sign exactly as your name appears on the other side of thisSecurity)

By:                                                                              Notice:  To be executed by an executive officer

Signature Guarantee:                                                   

## Form of Trustee’s Certificateof Authentication

.  This is one of theSecurities of the series designated therein and issued pursuant tothe within-mentioned Indenture.

TRUSTEE’SCERTIFICATE OF AUTHENTICATION

Dated:

THE BANK OF NEW YORK TRUSTCOMPANY, N.A.,

By:                                                                                           AuthorizedSignatory

## Form of Legend for GlobalSecurities

.  Any GlobalSecurity authenticated and delivered hereunder shall, in additionto the provisions contained in Sections 2.02 and 2.03, bear alegend in substantially the following form or such similar form asmay be required by the Depositary:

“THIS NOTE IS AGLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTERREFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR ANOMINEE OF THE DEPOSITARY OR A SUCCESSOR DEPOSITARY.  THISNOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF APERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THELIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFEROF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THEDEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THEDEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY)MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED INTHE INDENTURE.

Unless this certificate ispresented by an authorized representative of The Depository TrustCompany (55 Water Street, New York, New York), a New Yorkcorporation, to the issuer or to its agent for registration oftransfer, exchange or payment, and any certificate issued isregistered in the name of Cede & Co. or in such other name asrequested by an authorized representative of The Depository TrustCompany (and any payment is made to Cede & Co. or to such otherentity as is requested by an authorized representative of TheDepository Trust Company), ANY TRANSFER, PLEDGE OR OTHER USE HEREOFFOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch asthe registered owner hereof, Cede & Co., has an interestherein.”

## Form of Legend on RestrictedSecurities

.  During the periodbeginning on the later of the Issue Date and the last date on whichthe Company or any Affiliate of the Company was the owner of anInitial Security (or any Predecessor Security) and ending on thedate two years (or such shorter period of time as permitted byRule 144(k) under the Securities Act or any successorprovision thereunder) from any such date (or such longer period asmay be required under the Securities Act or applicable statesecurities laws in the opinion of counsel for the Company), anyInitial Security issued or owned during the period set forth above,as the case may be, and any Security issued upon registration oftransfer of, or in exchange for, or in lieu of, such InitialSecurity, shall be deemed a “RestrictedSecurity” and shall be subject to the restrictions ontransfer provided in the legend set forth on the face of the formof the Initial Security in Section 2.02(a); provided,however, that the term “Restricted Security”shall not include (a) any Initial Security which is issuedupon transfer of, or in exchange for, any Security which is not aRestricted Security, (b) any Initial Security as to which suchrestrictions on transfer have been terminated in accordance withSection 3.05, (c) any Exchange Security issued pursuant to theRegistered Exchange Offer or (d) any Exchange Security coveredby a Shelf Registration Statement (as defined in the RegistrationRights Agreement).  Any Restricted Security shall bear thelegend set forth on the face of the Security pursuant toSection 2.02(a).

# THE SECURITIES

## Issuable in Series

.  The aggregateprincipal amount of Securities that may be authenticated anddelivered under this Indenture is unlimited.

The Securities may beissued in one or more Series.  All Securities of a Seriesshall be identical except as may be set forth in a BoardResolution, a supplemental indenture or an Officers’Certificate detailing the adoption of the terms thereof pursuant tothe authority granted under a Board Resolution and except for suchdifferences in applicable transfer restrictions as between InitialSecurities and Exchange Securities of a Series.  In the caseof Securities of a Series to be issued from time to time, the BoardResolution, Officers’ Certificate or supplemental indenturemay provide for the method by which specified terms (such asinterest rate, maturity date, record date or date from whichinterest shall accrue) are to be determined.  Securities maydiffer between Series in respect of any matters, provided that allSeries of Securities shall be equally and ratably entitled to thebenefits of the Indenture.

## Establishment of Terms of Series ofSecurities

.  At or prior to theissuance of any Securities within a Series, the following shall beestablished (as to the Series generally, in the case ofparagraph (a), and either as to such Securities within theSeries or as to the Series generally, in the case ofparagraphs (b) through (u) by a Board Resolution, asupplemental indenture or an Officers’ Certificate pursuantto authority granted under a Board Resolution:

the title of the Series, including CUSIP numbers (which shalldistinguish the Securities of that particular Series from theSecurities of any other Series);

the price or prices (expressed as a percentage of the principalamount thereof) at which the Securities of the Series will beissued;

any limit upon the aggregate principal amount of the Securitiesof the Series which may be authenticated and delivered under thisIndenture (except for Securities authenticated and delivered uponregistration of transfer of, or in exchange for, or in lieu of,other Securities of the Series pursuant to Sections 3.04,3.05, 3.06, 9.06 and 11.06);

the date or dates on which the principal of the Securities ofthe Series is payable;

the rate or rates (which may be fixed or variable) per annum or,if applicable, the method used to determine such rate or rates(including, but not limited to, any commodity, commodity index,stock exchange index or financial index) at which the Securities ofthe Series shall bear interest, if any, the date or dates fromwhich such interest, if any, shall accrue, the date or dates onwhich such interest, if any, shall commence and be payable and anyregular record date for the interest payable on any interestpayment date;

the place or places where the principal of premium, andinterest, if any, on the Securities of the Series shall be payable,or the method of such payment, if by wire transfer, mail or othermeans;

if applicable, the period or periods within which, the price orprices at which and the terms and conditions upon which theSecurities of the Series may be redeemed, in whole or in part, atthe option of the Company;

the obligation, if any, of the Company to redeem or purchase theSecurities of the Series pursuant to any sinking fund or analogousprovisions or at the option of a Holder thereof and the period orperiods within which, the price or prices at which and the termsand conditions upon which Securities of the Series shall beredeemed or purchased, in whole or in part, pursuant to suchobligation or the right, if any, of the Company to redeem and paythe Holders for a portion or all of the face amount and accrued butunpaid interest of any Securities in a Series held by them prior tothe Stated Maturity thereof and the period or periods within which,the price or prices at which and the terms and conditions uponwhich Securities of the Series shall be redeemed, in whole or inpart, pursuant to such right;

the dates, if any, on which and the price or prices at which theSecurities of the Series will be repurchased by the Company at theoption of the Holders thereof and other detailed terms andprovisions of such repurchase obligations;

if other than denominations of $1,000 and any integral multiplethereof, the denominations in which the Securities of the Seriesshall be issuable;

whether the Securities will be represented by a Global Securityand the terms of such Global Security;

if other than the principal amount thereof, the portion of theprincipal amount of the Securities of the Series that shall bepayable upon declaration of acceleration of the maturity thereofpursuant to Section 5.02;

the currency of denomination of the Securities of the Series,which may be Dollars or any foreign currency, including, but notlimited to, the Euro, and if such currency of denomination is acomposite currency other than the Euro, the agency or organization,if any, responsible for overseeing such composite currency;

the designation of the currency, currencies or currency units inwhich payment of the principal of, premium and interest, if any, onthe Securities of the Series will be made;

if payments of principal of premium or interest, if any, on theSecurities of the Series are to be made in one or more currenciesor currency units other than that or those in which such Securitiesare denominated, the manner in which the exchange rate with respectto such payments will be determined;

the manner in which the amounts of payment of principal of orinterest, if any, on the Securities of the Series will bedetermined, if such amounts may be determined by reference to anindex based on a currency or currencies or by reference to acommodity, commodity index, stock exchange index or financialindex;

the provisions, if any, relating to any security provided forthe Securities of the Series;

any addition to, omission from or change in the Events ofDefault which applies to any Securities of the Series and anychange in the right of the Trustee or the requisite Holders of suchSecurities to declare the principal amount thereof due and payablepursuant to Section 5.02;

any addition to, omission from or change in the covenants setforth in Articles VIII or X which applies to Securities of theSeries;

any other terms of the Securities of the Series (which termsshall not be inconsistent with the provisions of this Indenture,except as permitted by Section 9.01, but which may modify ordelete any provision of this Indenture insofar as it applies tosuch Series); and

any depositories, interest rate calculation agents, exchangerate calculation agents or other agents with respect to Securitiesof such Series if other than those appointed herein.

All Securities of any oneSeries need not be issued at the same time and may be issued fromtime to time, consistent with the terms of this Indenture, if soprovided by or pursuant to the Board Resolution, supplementalindenture or Officers’ Certificate referred to above, and theauthorized principal amount of any Series may not be increased toprovide for issuances of additional Securities of such Series,unless otherwise provided in such Board Resolution, supplementalindenture or Officers’ Certificate.

Initial Securities offeredand sold in reliance on Rule 144A shall be issued initially in theform of a single permanent global security (the “U.S.Global Security”) and Initial Securities offered and soldin reliance on Regulation S shall be issued initially in the formof a single permanent global security (the “OffshoreGlobal Security” and together with the U.S. GlobalSecurity, the “Global Securities”), eachsubstantially in the form set forth in Sections 2.02(a) and 2.03(a)hereof, deposited with the Trustee, as custodian of the Depositary,duly executed by the Company and authenticated by the Trustee ashereinafter provided.  The aggregate principal amount of anyGlobal Security may from time to time be increased or decreased byadjustments made on the records of the Trustee, as custodian forthe Depositary or its nominee, as hereinafter provided.

Initial Securities whichare offered and sold to Institutional Accredited Investors whichare not QIBs (excluding Non-U.S. Persons) shall be issued in theform of permanent certificated Securities in registered form (the“U.S. Physical Securities”).  Securitiesissued pursuant to Section 3.13 in exchange for interests in theU.S. Global Security shall be in the form of U.S. PhysicalSecurities.  Securities issued in exchange for interests inthe Offshore Global Security pursuant to Section 3.13 shall be inthe form of permanent certificated Securities in registered form(the “Offshore Physical Securities” and togetherwith the U.S. Physical Securities, the “PhysicalSecurities”).

Exchange Securities may beissued only in exchange for a like principal amount of InitialSecurities pursuant to an Exchange Offer.

## Execution andAuthentication

.  Two Officers shallsign the Securities for the Company by manual or facsimilesignature.

If an Officer whosesignature is on a Security no longer holds that office at the timethe Security is authenticated, the Security shall nevertheless bevalid.

A Security shall not bevalid until authenticated by the manual signature of the Trustee oran authenticating agent.  The signature shall be conclusiveevidence that the Security has been authenticated under thisIndenture.

The Trustee shall at anytime, and from time to time, authenticate Securities for originalissue in the principal amount provided in the Board Resolution,supplemental indenture hereto or Officers’ Certificate, uponreceipt by the Trustee of a Company Order.  Such Company Ordermay authorize authentication and delivery pursuant to electronicinstructions from the Company or its duly authorized agent oragents.  Each Security shall be dated the date of itsauthentication.

The aggregate principalamount of Securities of any Series outstanding at any time may notexceed any limit upon the maximum principal amount for such Seriesset forth in the Board Resolution, supplemental indenture hereto orOfficers’ Certificate delivered pursuant toSection 3.02, except as provided in the definition of“Outstanding Securities.”

Prior to the issuance ofSecurities of any Series, the Trustee shall have received and(subject to Section 6.03) shall be fully protected in relyingon (a) the Board Resolution, supplemental indenture hereto orOfficers’ Certificate establishing the form of the Securitiesof that Series or of Securities within that Series and the terms ofthe Securities of that Series or of Securities within that Series,(b) an Officers’ Certificate complying withSection 1.02, and (c) an Opinion of Counsel complyingwith Section 1.02.

The Trustee shall have theright to decline to authenticate and deliver any Securities of suchSeries (a) if the Trustee, being advised by counsel,determines that such action may not lawfully be taken; or(b) if the Trustee in good faith by a trust committee ofResponsible Officers shall determine that such action would exposethe Trustee to personal liability to Holders of any thenoutstanding Series of Securities.

The Trustee may appoint anauthenticating agent acceptable to the Company to authenticateSecurities.  An authenticating agent may authenticateSecurities whenever the Trustee may do so.  Each reference inthis Indenture to authentication by the Trustee includesauthentication by such agent.  An authenticating agent has thesame rights as an Agent to deal with the Company or anAffiliate.

## Temporary Securities

.  Pending thepreparation of definitive Securities of a Series, the Company mayexecute, and upon Company Order the Trustee shall authenticate andmake available for delivery, temporary Securities of a Series whichare printed, lithographed, typewritten or otherwise produced, inany authorized denomination, substantially of the tenor of thedefinitive Securities in lieu of which they are issued and withsuch appropriate insertions, omissions, substitutions and othervariations as the Officers executing such Securities may determine,as evidenced by their execution of such Securities.  Suchtemporary Securities may be in the form of GlobalSecurities.

If temporary Securities ofa Series are issued, the Company will cause definitive Securitiesof such Series to be prepared without unreasonable delay. After the preparation of definitive Securities, the applicabletemporary Securities shall be exchangeable for definitiveSecurities of like tenor upon surrender of such temporarySecurities at the office or agency of the Company designated forsuch purpose pursuant to Section 3.14, without charge to theHolder.  Upon surrender for cancellation of any one or moretemporary Securities of a Series the Company shall execute and theTrustee shall authenticate and make available for delivery inexchange therefor a like principal amount of definitive Securitiesof such Series of like tenor and of any authorizeddenominations.  Until so exchanged the temporary Securitiesshall in all respects be entitled to the same benefits under thisIndenture as definitive Securities.

## Registration; Registration ofTransfer and Exchange

.  The Company shallcause to be kept at the Corporate Trust Office of the Trustee aregister (the “Security Register”) in which,subject to such reasonable regulations as it may prescribe, theCompany shall provide for the registration of Securities and oftransfers of Securities.  The Trustee is hereby appointed“Security Registrar” for the purpose ofregistering Securities and transfers of Securities as hereinprovided at the Corporate Trust Office.

Upon surrender forregistration of transfer of any Security at the office or agency ofthe Company designated for such purpose pursuant to Section 3.14,the Company shall execute and the Trustee shall authenticate anddeliver (in the name of the designated transferee or transferees)one or more new Securities of the same Series, of any authorizeddenominations and of a like aggregate principal amount and tenorand bearing a number not contemporaneously outstanding.

Subject to the provisionsof Sections 3.12 and 3.13, at the option of the Holder, Securitiesof a Series may be exchanged for other Securities of such Series,of any authorized denominations and of a like aggregate principalamount and tenor, upon surrender of the Securities to be exchangedat the office or agency of the Company designated for such purposepursuant to Section 3.14.  Whenever any Securities are sosurrendered for exchange, the Company shall execute, and theTrustee shall authenticate and make available for delivery, theSecurities which the Holder making the exchange is entitled toreceive.

If an Initial Security isa U.S. Physical Security, then as provided in this Indenture andsubject to the limitations herein set forth, the Holder,provided it is a Qualified Institutional Buyer, may exchangesuch Security for a book-entry security by instructing the Trusteeto arrange for such Initial Security to be represented by abeneficial interest in a Global Security.

All Securities issued uponany registration of transfer or exchange of Securities, includingany exchange pursuant to an Exchange Offer, shall be the validobligations of the Company, evidencing the same debt and entitledto the same benefits under this Indenture as the Securitiessurrendered upon such registration of transfer or exchange, and nosuch transfer or exchange shall constitute a repayment of anyobligation, nor create any new obligation, of theCompany.

Every Security presentedor surrendered for registration of transfer or for exchange shall(if so required by the Company or the Trustee) be duly endorsed, orbe accompanied by a written instrument of transfer in formsatisfactory to the Company and the Security Registrar dulyexecuted, by the Holder thereof or such Holder’s attorneyduly authorized in writing.

Every Restricted Securityshall be subject to the restrictions on transfer provided in thelegend required to be set forth on the face of each RestrictedSecurity pursuant to Section 2.06, Section 2.02(a) and therestrictions set forth in this Section 3.05, and the Holder of eachRestricted Security, by such Holder’s acceptance thereof,agrees to be bound by such restrictions on transfer.

The restrictions imposedby this Section 3.05 and Section 2.06 upon the transferability ofany particular Restricted Security shall cease and terminate (a) inthe case of an Offshore Global Security or an Offshore PhysicalSecurity, on the 41st day after the Issue Date or (b) in the caseof a U.S. Global Security or a U.S. Physical Security, on (x) thelater of December 3, 2006 or two years (or such shorter period oftime as permitted by Rule 144(k) under the Securities Act or anysuccessor provision thereunder) after the later of the Issue Dateor the last date on which the Company or any Affiliate of theCompany was the owner of such Restricted Security (or anypredecessor of such Restricted Security) or (y) (if earlier) if andwhen such Restricted Security has been sold pursuant to aneffective registration statement under the Securities Act or,unless the Holder thereof is an affiliate of the Company within themeaning of Rule 144 (or such successor provision), transferredpursuant to Rule 144 or Rule 904 under the Securities Act (or anysuccessor provision).  Any Restricted Security as to whichsuch restrictions on transfer shall have expired in accordance withtheir terms or shall have terminated may, upon surrender of suchRestricted Security for exchange to the Trustee or any transferagent in accordance with the provisions of this Section 3.05, beexchanged for a new Security, of like series, tenor and aggregateprincipal amount, which shall not bear the restrictive legendrequired by Section 2.06 and shall thereafter be deemed not to be aRestricted Security for any purpose under this Indenture.  TheCompany shall inform the Trustee in writing of the effective dateof any registration statement registering any Restricted Securitiesunder the Securities Act.

No service charge shall bemade for any registration of transfer, exchange or redemption ofSecurities, but the Company may require payment of a sum sufficientto cover any tax or other governmental charge that may be imposedin connection with any registration of transfer or exchange ofSecurities, other than exchanges pursuant to Section 3.04 or 9.06not involving any transfer.

The Company may but shallnot be required (i) to issue, register the transfer of or exchangeSecurities during a period beginning at the opening of business 15days before the day of the mailing of a notice of redemption ofSecurities selected for redemption under Section 11.03 and endingat the close of business on the day of such mailing, or (ii) toregister the transfer of or exchange any Security so selected forredemption in whole or in part, except the unredeemed portion ofany Security being redeemed in part.

Notwithstanding any otherprovision of this Indenture, a Global Security may not betransferred except as a whole by the Depositary for such GlobalSecurity to a nominee of the Depositary or by a nominee of theDepositary to the Depositary or another nominee of theDepositary.

Any Holder of a GlobalSecurity shall, by acceptance of such Global Security, agree thattransfers of beneficial interests in such Global Security may beeffected only through a book-entry system maintained by the Holderof such Global Security (or its agent), and that ownership of abeneficial interest in the Security shall be required to bereflected in a book entry.

When Securities arepresented to the Security Registrar with a request to register thetransfer or to exchange them for an equal principal amount ofSecurities of other authorized denominations, the SecurityRegistrar shall register the transfer or make the exchange asrequested if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Companyshall execute and the Trustee shall authenticate Securities at theSecurity Registrar’s request.

## Mutilated, Destroyed, Lost and StolenSecurities

.  If any mutilatedSecurity is surrendered to the Trustee, the Company shall executeand the Trustee shall authenticate and deliver in exchange therefora new Security of the same Series and of like tenor and principalamount and bearing a number not contemporaneouslyoutstanding.

If there shall bedelivered to the Company and the Trustee (i) evidence to theirsatisfaction of the destruction, loss or theft of any Security and(ii) such security or indemnity as may be required by them to saveeach of them and any agent of either of them harmless, then, in theabsence of notice to the Company or the Trustee that such Securityhas been acquired by a bona fide purchaser, the Company shallexecute and upon its written request the Trustee shall authenticateand deliver, in lieu of any such destroyed, lost or stolenSecurity, a new Security, including a Global Security if thedestroyed, lost or stolen Security was a Global Security, of thesame Series and of like tenor and principal amount and bearing anumber not contemporaneously outstanding.

In case any suchmutilated, destroyed, lost or stolen Security has become or isabout to become due and payable, the Company in its discretion may,instead of issuing a new Security, pay such Security.

Upon the issuance of anynew Security under this Section, the Company may require thepayment of a sum sufficient to cover any tax or other governmentalcharge that may be imposed in relation thereto and any otherexpenses (including the fees and expenses of the Trustee) connectedtherewith.

Every new Security issuedpursuant to this Section in lieu of any destroyed, lost or stolenSecurity shall constitute an original additional contractualobligation of the Company, whether or not the destroyed, lost orstolen Security shall be at any time enforceable by anyone, andshall be entitled to all the benefits of this Indenture equally andproportionately with any and all other Securities duly issuedhereunder.  A new Security shall have such legends as appearedon the old Security unless the Company determinesotherwise.

The provisions of thisSection are exclusive and shall preclude (to the extent lawful) allother rights and remedies with respect to the replacement orpayment of mutilated, destroyed, lost or stolenSecurities.

## Payment of Interest; Interest RightsPreserved

.  Interest on anySecurity which is payable, and is punctually paid or duly providedfor, on any date shall be paid to the Person in whose name thatSecurity (or one or more Predecessor Securities) is registered inthe Security Register at the close of business on the record datefor such interest payment date.

Any interest on anySecurity which is payable but is not punctually paid or dulyprovided for on any interest payment date (herein called“Defaulted Interest”) shall forthwith cease tobe payable to the Holder on the relevant record date by virtue ofhaving been such Holder, and such Defaulted Interest may be paid bythe Company, at its election in each case, as provided in clause(a) or (b) below:

The Company may elect to make payment of any Defaulted Interestto the Persons in whose names such Securities (or their respectivePredecessor Securities) are registered at the close of business ona Special Record Date for the payment of such Defaulted Interest,which shall be fixed in the following manner.  The Companyshall notify the Trustee in writing of the amount of DefaultedInterest proposed to be paid on each Security and the date of theproposed payment, and at the same time the Company shall depositwith the Trustee an amount of money equal to the aggregate amountproposed to be paid in respect of such Defaulted Interest or shallmake arrangements satisfactory to the Trustee for such depositprior to the date of the proposed payment, such money whendeposited to be so held in trust for the benefit of the Personsentitled to such Defaulted Interest as in this clauseprovided.  Thereupon the Trustee shall fix a Special RecordDate for the payment of such Defaulted Interest which shall be notmore than 15 days and not less than 10 days prior to the date ofthe proposed payment and not less than 10 days after the receipt bythe Trustee of the notice of the proposed payment.  TheTrustee shall promptly notify the Company of such Special RecordDate and, in the name and at the expense of the Company, shallcause notice of the proposed payment of such Defaulted Interest andthe Special Record Date therefor to be mailed, first-class postageprepaid, to each Holder of Securities at such Holder’saddress as it appears in the Security Register, not less than 10days prior to such Special Record Date.  Notice of theproposed payment of such Defaulted Interest and the Special RecordDate therefor having been so mailed, such Defaulted Interest shallbe paid to the Persons in whose names such Securities (or theirrespective Predecessor Securities) are registered at the close ofbusiness on such Special Record Date and shall no longer be payablepursuant to the following clause (b).

The Company may make payment of any Defaulted Interest on suchSecurities in any other lawful manner not inconsistent with therequirements of any securities exchange on which such Securitiesmay be listed, and upon such notice as may be required by suchexchange, if, after notice given by the Company to the Trustee ofthe proposed payment pursuant to this clause, such manner ofpayment shall be deemed practicable by the Trustee.

Subject to the foregoingprovisions of this Section, each Security delivered under thisIndenture upon registration of transfer of, or in exchange for, orin lieu of, any other Security shall carry the rights to interestaccrued and unpaid, and to accrue, which were carried by such otherSecurity.

## Persons Deemed Owners

.  Prior to duepresentment of a Security for registration of transfer, theCompany, the Trustee and any agent of the Company or the Trusteemay treat the Person in whose name such Security is registered inthe Security Register as the owner of such Security for the purposeof receiving payment of principal of (and premium, if any) and(subject to Section 3.07) interest on such Security and for allother purposes whatsoever, whether or not such Security be overdue,and neither the Company, the Trustee nor any agent of the Companyor the Trustee shall be affected by notice to thecontrary.

No holder of anybeneficial interest in any Global Security held on its behalf bythe Depositary (or its nominee) shall have any rights under thisIndenture with respect to such Global Security or any Securityrepresented thereby, and the Depositary may be treated by theCompany, the Trustee and any agent of the Company or the Trustee asthe owner of such Global Security or any Security representedthereby for all purposes whatsoever.  Notwithstanding theforegoing, with respect to any Global Security, nothing hereinshall prevent the Company, the Trustee or any agent of the Companyor the Trustee from giving effect to any written certification,proxy or other authorization furnished by the Depositary or impair,as between the Depositary and such holders of beneficial interestin such Global Security, the operation of customary practicesgoverning the exercise of the rights of the Depositary (or itsnominees) as Holder of such Global Security.

## Cancellation

.  All Securitiessurrendered for payment or registration of transfer or exchangeshall, if surrendered to any Person other than the Trustee, bedelivered to the Trustee and shall be promptly canceled byit.  The Company may at any time deliver to the Trustee forcancellation any Securities previously authenticated and madeavailable for delivery hereunder which the Company may haveacquired in any manner whatsoever, and may deliver to the Trustee(or to any other Person for delivery to the Trustee) forcancellation any Securities previously authenticated hereunderwhich the Company has not issued and sold, and all Securities sodelivered shall be promptly canceled by the Trustee.   NoSecurities shall be authenticated in lieu of or in exchange for anySecurities canceled as provided in this Section, except asexpressly permitted by this Indenture.  All canceledSecurities held by the Trustee shall be returned to the Companyupon its written request therefor.

## Computation of Interest

.  Unless the termsof a Series shall provide otherwise as to such Series, interest onthe Securities of each Series shall be computed on the basis of a360-day year of twelve 30-day months.

## CUSIP Numbers

.  The Company inissuing any Initial Securities or Exchange Securities of a Seriesmay use “CUSIP” numbers, and if it does so, the Trusteeshall use the applicable CUSIP number in notices of redemption orexchange as a convenience to Holders; provided that any suchnotice may state that no representation is made as to thecorrectness or accuracy of the CUSIP number printed in the noticeor on the applicable Securities, and that reliance may be placedonly on the other identification numbers printed on theSecurities.  The Company will promptly notify the Trustee ofany change in any CUSIP number.  All Exchange Securities shallbear identical CUSIP numbers.  The Company shall promptlynotify the Trustee in writing of any change in the CUSIP number ofany Securities.

## Book-Entry Provisions for GlobalSecurity

.

### Each Global Security initially shall (i) be registered in thename of the Depositary for such Global Security or the nominee ofsuch Depositary, (ii) be delivered to the Trustee as custodian forthe Depositary and (iii) bear legends as set forth in Section2.05.

### Transfers of a Global Security shall be limited to transfers ofsuch Global Security in whole, but not in part, to the Depositary,its successors or their respective nominees.  Interests ofbeneficial owners in a Global Security may be transferred inaccordance with the rules and procedures of the Depositary and theprovisions of Section 3.13.  Beneficial owners may obtainPhysical Securities of a Series in exchange for their beneficialinterests in a Global Security of such Series upon request inaccordance with the Depositary’s and the SecurityRegistrar’s procedures (x) in the case of an Offshore GlobalSecurity, at any time on or after the 41st day following the IssueDate, and (y) in the case of a U.S. Global Security, at anytime.  In addition, Physical Securities of a Series shall beissued in exchange for a Global Security of such Series if(i) the Depositary notifies the Company that it is unwillingor unable to continue as Depositary for such Global Security or theDepositary ceases to be a “clearing agency” registeredunder the Exchange Act and, in each case, a successor Depositary isnot appointed by the Company within 90 days of such notice or suchcessation, as the case may be, (ii) the Company determinesthat the Securities shall no longer be represented by a GlobalSecurity and executes and delivers to the Trustee a Company Orderthat such Global Security shall be so exchangeable or (iii) anEvent of Default or event which, with notice or lapse of time orboth, would constitute an Event of Default, has occurred and iscontinuing with respect to any Securities represented by suchGlobal Security.  Upon the occurrence in respect of any GlobalSecurity of any one or more of the conditions specified in clauses(i), (ii) and (iii) of the preceding sentence such Global Securitymay be exchanged for Securities not bearing the legend specified inSection 2.05 and registered in the names of such Persons as may bespecified by the Depositary (including Persons other than theDepositary).

### Any beneficial interest in Offshore Global Securities of aSeries that is transferred to a Person who takes delivery in theform of an interest in U.S. Global Securities of such Series will,upon transfer, cease to be an interest in Offshore GlobalSecurities and become an interest in the U.S. Global Securities and*vice versa* and, accordingly, will thereafter be subject toall transfer restrictions, if any, and other procedures applicableto beneficial interests in the applicable transferee GlobalSecurity for as long as it remains such an interest.

### In connection with any transfer of a portion of the beneficialinterest in a U.S. Global Security to beneficial owners pursuant tosubsection (b) of this Section, the Security Registrar shallreflect on its books and records the date and a decrease in theprincipal amount of such U.S. Global Security in an amount equal tothe principal amount of the beneficial interest in such U.S. GlobalSecurity to be transferred, and the Company shall execute, and theTrustee shall authenticate and make available for delivery, one ormore U.S. Physical Securities of like Series, tenor andamount.

### In connection with the transfer of an entire Global Security tobeneficial owners thereof pursuant to subsection (b) of thisSection, such Global Security shall be deemed to be surrendered tothe Trustee for cancellation, and the Company shall execute, andthe Trustee shall authenticate and make available for delivery, toeach beneficial owner identified by the Depositary in exchange forits beneficial interest in such Global Security, an equal aggregateprincipal amount of Physical Securities of the same Series ofauthorized denominations.

### Any U.S. Physical Security delivered in exchange for aninterest in the U.S. Global Security pursuant to subsection (b) orsubsection (d) of this Section shall, except as otherwise providedby paragraph (a)(i)(x) or paragraph (e) of Section 3.13, bear thePrivate Placement Legend.

### The registered holder of the Global Security may grant proxiesand otherwise authorize any Person, including Agent Members andPersons that may hold interests through Agent Members, to take anyaction which a Holder is entitled to take under this Indenture orthe Securities.

### QIBs that are beneficial owners of interests in a GlobalSecurity may receive Physical Securities of the same Series (whichshall bear the Private Placement Legend if required by Section2.06) in accordance with the procedures of the Depositary.  Inconnection with the execution, authentication and delivery of suchPhysical Securities, the Registrar shall reflect on its books andrecords a decrease in the principal amount of the relevant GlobalSecurity equal to the principal amount of such Physical Securities,and the Company shall execute and the Trustee shall authenticateand deliver one or more Physical Securities having an equalaggregate principal amount.

## Special TransferProvisions

.  Unless and until(i) an Initial Security is sold under an effectiveregistration statement or (ii) such Initial Security isexchanged for an Exchange Security in connection with an effectiveregistration statement, in each case pursuant to the RegistrationRights Agreement, the following provisions shall apply to eachInitial Security:

Transfers to Non-QIB Institutional AccreditedInvestors.  The following provisions shall apply withrespect to registration of any proposed transfer of a RestrictedSecurity to any Institutional Accredited Investor which is not aQIB (excluding Non-U.S. Persons):

The Security Registrar shall register the transfer of anyInitial Security, whether or not such Security bears the PrivatePlacement Legend, if (x) the requested transfer is subsequent to adate which is two years after the later of the Issue Date and thelast date on which the Company or any of its Affiliates was theowner of such Security or (y) the proposed transferee has deliveredto the Security Registrar a certificate substantially in the formof Exhibit A hereto.

If the proposed transferor is an Agent Member holding abeneficial interest in the U.S. Global Security seeking to transfera U.S. Physical Security to another Person, upon receipt by theSecurity Registrar of (x) the documents, if any, required byparagraph (i) and (y) instructions given in accordance with theDepositary’s and the Security Registrar’s procedurestherefor, the Security Registrar shall reflect on its books andrecords the date and a decrease in the principal amount of the U.S.Global Security in an amount equal to the principal amount of thebeneficial interest in the U.S. Global Security to be transferred,and the Company shall execute, and the Trustee shall authenticateand make available for delivery, one or more U.S. PhysicalSecurities of like Series, tenor and amount.

Transfers to QIBs.  The following provisions shallapply with respect to the registration of any proposed transfer ofa Restricted Security to a QIB (other than a Non-U.S. Person):

If the Security to be transferred consists of (x) U.S.Physical Securities, the Security Registrar shall register thetransfer if such transfer is being made by a proposed transferorwho has checked the box provided for on the form of an InitialSecurity stating, or has otherwise advised the Company and theSecurity Registrar in writing, that the sale has been made incompliance with the provisions of Rule 144A to a transfereewho has signed the certification provided for on the form of anInitial Security stating, or has otherwise advised the Company andthe Security Registrar in writing, that it is purchasing theInitial Security for its own account or an account with respect towhich it exercises sole investment discretion and that it and anysuch account are QIBs within the meaning of Rule 144A, andthat it is aware that the sale to it is being made in reliance onRule 144A and acknowledges that it has received suchinformation regarding the Company as it has requested pursuant toRule 144A or has determined not to request such informationand that it is aware that the transferor is relying upon itsforegoing representations in order to claim the exemption fromregistration provided by Rule 144A or (y) an interest inthe U.S. Global Security, the transfer of such interest may beeffected only through the book-entry system maintained by theDepositary.

If the proposed transferee is an Agent Member, and the InitialSecurity to be transferred consists of U.S. Physical Securities,upon receipt by the Security Registrar of instructions given inaccordance with the Depositary’s and the SecurityRegistrar’s procedures therefor, the Security Registrar shallreflect on its books and records the date and an increase in theprincipal amount of the U.S. Global Security in an amount equal tothe principal amount of the U.S. Physical Securities to betransferred, and the Trustee shall cancel the U.S. PhysicalSecurities so transferred.

Transfers of Interests in the Offshore Global Security orOffshore Physical Securities to U.S. Persons.  Thefollowing provisions shall apply with respect to any transfer ofinterests in the Offshore Global Security or Offshore PhysicalSecurities to U.S. Persons:

Prior to the removal of the Private Placement Legend from theOffshore Global Security or Offshore Physical Securities pursuantto Section 2.06 and Section 3.05, the Security Registrar shallrefuse to register such transfer.

After such removal, the Security Registrar shall register thetransfer of any such Security without requiring any additionalcertification.

Transfers to Non-U.S. Persons at Any Time.  Thefollowing provisions shall apply with respect to any transfer of anInitial Security to a Non-U.S. Person:

The Security Registrar shall register any proposed transfer toany Non-U.S. Person if the Security to be transferred is a U.S.Physical Security or an interest in the U.S. Global Security onlyupon receipt of a certificate substantially in the form of ExhibitB from the proposed transferor.

(x) If the proposed transferor is an Agent Member holding abeneficial interest in the U.S. Global Security, upon receipt bythe Registrar of (1) the documents required by paragraph (i) ofthis paragraph (d) and (2) instructions in accordance with theDepositary’s and the Security Registrar’s procedures,the Security Registrar shall reflect on its books and records thedate and a decrease in the principal amount of the U.S. GlobalSecurity in an amount equal to the principal amount of thebeneficial interest in the U.S. Global Security to be transferred,and (y) if the proposed transferee is an Agent Member, upon receiptby the Security Registrar of instructions given in accordance withthe Depositary’s and the Security Registrar’sprocedures, the Security Registrar shall reflect on its books andrecords the date and an increase in the principal amount of theOffshore Global Security in an amount equal to the principal amountof the U.S. Physical Securities or the U.S. Global Security, as thecase may be, to be transferred, and the Trustee shall cancel thePhysical Security so transferred or decrease the principal amountof the U.S. Global Security, as the case may be.

Private Placement Legend.  Upon the transfer,exchange or replacement of Securities not bearing the PrivatePlacement Legend, the Security Registrar shall deliver Securitiesthat do not bear the Private Placement Legend.  Upon thetransfer, exchange or replacement of Securities bearing the PrivatePlacement Legend, the Security Registrar shall deliver onlySecurities that bear the Private Placement Legend unless either (i)the Private Placement Legend is no longer required pursuant toSection 2.06 and Section 3.05, or (ii) there is delivered to theSecurity Registrar an Opinion of Counsel reasonably satisfactory tothe Company and the Trustee to the effect that neither such legendnor the related restrictions on transfer are required in order tomaintain compliance with the provisions of the Securities Act.

General.  By its acceptance of any Security, or anybeneficial interest in any Global Security, bearing the PrivatePlacement Legend, each Holder of such Security or beneficialinterest acknowledges the restrictions on transfer of such Securityset forth in this Indenture and in the Private Placement Legend andagrees that it will transfer such Security only as provided in thisIndenture.  The Security Registrar shall not register atransfer of any Security unless such transfer complies with therestrictions on transfer of such Security set forth in thisIndenture.  In connection with any transfer of Securities toan Institutional Accredited Investor, each such Holder orbeneficial owner agrees by its acceptance of the Securities tofurnish the Security Registrar or the Company such certifications,legal opinions or other information as such Person may reasonablyrequire to confirm that such transfer is being made pursuant to anexemption from, or a transaction not subject to, the registrationrequirements of the Securities Act; provided that theSecurity Registrar shall not be required to determine (but may relyon a determination made by the Company with respect to) thesufficiency of any such certifications, legal opinions or otherinformation.

The Security Registrarshall retain copies of all letters, notices and other writtencommunications received pursuant to Section 3.12 or this Section3.13.   The Company shall have the right to inspect and makecopies of all such letters, notices or other written communicationsat any reasonable time upon the giving of reasonable written noticeto the Security Registrar.

## Maintenance of Office orAgency

.  The Company willmaintain an office or agency where Securities may be presented orsurrendered for payment, where Securities may be surrendered forregistration of transfer or exchange and where notices and demandsto or upon the Company in respect of the Securities and thisIndenture may be served.  The Corporate Trust Office of theTrustee shall be such office or agency of the Company, unless theCompany shall designate and monitor the other office or agency forone or more of such purposes.  The Company will give promptwritten notice to the Trustee of the location and any change in thelocation of such office or agency.  If at any time the Companyshall fail to maintain any such required office or agency or shallfail to furnish the Trustee with the address thereof, suchpresentations, surrenders, notices and demands may be made orserved at the Corporate Trust Office of the Trustee, and theCompany hereby appoints the Trustee as its agent to receive allsuch presentations, surrenders, notices and demands.

The Company may also fromtime to time designate one or more other offices or agencies whereSecurities may be presented or surrendered for any or all suchpurposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of anysuch designation or rescission and of any change in the location ofany such other office or agency.

## Money for Securities Payments To BeHeld in Trust

.  If the Companyshall at any time act as its own Paying Agent, it will, on orbefore each due date of the principal of (and premium, if any) orinterest on any of the Securities, segregate and hold in trust forthe benefit of the Persons entitled thereto a sum in the currencyin which such Securities are payable sufficient to pay theprincipal (and premium, if any) or interest so becoming due untilsuch sums shall be paid to such Persons or otherwise disposed of asherein provided and will promptly notify the Trustee of its failureso to act.

Whenever the Company shallhave one or more Paying Agents, it will, prior to each due date ofthe principal of (and premium, if any) or interest on anySecurities, deposit with a Paying Agent a sum sufficient to pay theprincipal (and premium, if any) or interest so becoming due, suchsum to be held in trust for the benefit of the Persons entitled tosuch principal, premium or interest, and (unless such Paying Agentis the Trustee) the Company will promptly notify the Trustee of itsfailure so to act.

The Company will causeeach Paying Agent other than the Trustee to execute and deliver tothe Trustee an instrument in which such Paying Agent shall agreewith the Trustee, subject to the provisions of this Section, thatsuch Paying Agent will:

hold all sums held by it for the payment of the principal of(and premium, if any) or interest on Securities in trust for thebenefit of the Persons entitled thereto until such sums shall bepaid to such Persons or otherwise disposed of as hereinprovided;

give the Trustee notice of any default by the Company in themaking of any payment of principal (and premium, if any) orinterest on Securities; and

at any time during the continuance of any such default, upon thewritten request of the Trustee, forthwith pay to the Trustee allsums so held in trust by such Paying Agent.

The Company may at anytime, for the purpose of obtaining the satisfaction and dischargeof this Indenture or for any other purpose, pay, or by CompanyOrder direct any Paying Agent to pay, to the Trustee all sums heldin trust by the Company or such Paying Agent, such sums to be heldby the Trustee upon the same trusts as those upon which such sumswere held by the Company or such Paying Agent, and, upon suchpayment by any Paying Agent to the Trustee, such Paying Agent shallbe released from all further liability with respect to suchmoney.

Any money deposited withthe Trustee or any Paying Agent, or then held by the Company, intrust for the payment of the principal of (and premium, if any) orinterest on any Security and remaining unclaimed for two yearsafter such principal (and premium, if any) or interest has becomedue and payable shall be paid to the Company on Company Request, or(if then held by the Company) shall be discharged from such trust;and the Holder of such Security shall thereafter, as an unsecuredgeneral creditor, look only to the Company for payment thereof, andall liability of the Trustee or such Paying Agent with respect tosuch trust money, and all liability of the Company as trusteethereof, shall thereupon cease; provided, however,that the Trustee or such Paying Agent, before being required tomake any such repayment, may at the expense of the Company cause tobe published once, in a newspaper published in the Englishlanguage, customarily published on each Business Day and of generalcirculation in the Borough of Manhattan, The City of New York,notice that such money remains unclaimed and that, after a datespecified therein, which shall not be less than 30 days from thedate of such publication, any unclaimed balance of such money thenremaining will be repaid to the Company on CompanyRequest.

# SATISFACTION AND DISCHARGE

## Satisfaction and Discharge ofIndenture

.  This Indentureshall upon Company Request cease to be of further effect as to anySeries (except as to any surviving rights of registration oftransfer or exchange of Securities herein expressly provided for),and the Trustee, at the expense of the Company, shall executeproper instruments acknowledging satisfaction and discharge of thisIndenture with respect to such Series, when

either

all Securities of such Series theretofore authenticated anddelivered (other than (A) Securities which have been destroyed,lost or stolen and which have been replaced or paid as provided inSection 3.06 and (B) Securities for whose payment money hastheretofore been deposited in trust or segregated and held in trustby the Company and thereafter repaid to the Company or dischargedfrom such trust, as provided in Section 3.15) have been deliveredto the Trustee for cancellation; or

all Securities of such Series not theretofore delivered to theTrustee for cancellation

have become due and payable; or

will become due and payable at their Stated Maturity within oneyear;

and the Company, in thecase of (A) or (B), has deposited or caused to be deposited withthe Trustee as trust funds in trust for the purpose an amount, inthe currency in which such Securities are payable, sufficient topay and discharge the entire indebtedness on such Securities nottheretofore delivered to the Trustee for cancellation, forprincipal (and premium, if any) and interest to the date of suchdeposit (in the case of Securities which have become due andpayable) or to the respective Stated Maturity;

the Company has paid or caused to be paid all other sums payablehereunder by the Company; and

the Company has delivered to the Trustee an Officers’Certificate and an Opinion of Counsel, each stating that allconditions precedent herein provided for relating to thesatisfaction and discharge of this Indenture have been compliedwith.

Notwithstanding thesatisfaction and discharge of this Indenture as to a Series, theobligations of the Company to the Trustee under Section 6.07, and,if money shall have been deposited with the Trustee pursuant tosubclause (ii) of clause (a) of this Section, the obligations ofthe Trustee under Section 4.02 and the last paragraph of Section3.15, shall survive such satisfaction and discharge.

## Application of TrustMoney

.  Subject toprovisions of the last paragraph of Section 3.15, all moneydeposited with the Trustee pursuant to Section 4.01 shall be heldin trust and applied by it, in accordance with the provisions ofthe Securities of the applicable Series and this Indenture, to thepayment, either directly or through any Paying Agent (including theCompany acting as its own Paying Agent) as the Trustee maydetermine, to the Persons entitled thereto, of the principal (andpremium, if any) and interest for whose payment such money has beendeposited with the Trustee but such money need not be segregatedfrom other funds except to the extent required by law.

## Defeasance and Discharge ofIndenture

.  The Company shallbe deemed to have paid and discharged the entire indebtedness onall the Outstanding Securities of a Series on the 91st day afterthe date of the deposit referred to in subparagraph (d) hereof, andthe provisions of this Indenture, as they relate to suchOutstanding Securities, shall no longer be in effect (and theTrustee, at the expense of the Company, shall, at Company Request,execute proper instruments acknowledging the same), except asto:

the rights of Holders of such Securities to receive, from thetrust funds described in subparagraph (d) hereof, (i) payment ofthe principal of (and premium, if any) or interest on suchOutstanding Securities on the Stated Maturity of such principal orinstallment of principal or interest and (ii) the benefit of anymandatory sinking fund payments applicable to such Securities onthe day on which such payments are due and payable in accordancewith the terms of this Indenture and the Securities ;

the Company’s obligations with respect to such Securitiesunder Sections 3.05, 3.06, 3.14 and 3.15;

the rights, powers, trusts, duties and immunities of the Trusteehereunder;

provided that thefollowing conditions shall have been satisfied:

the Company has deposited or caused to be irrevocably depositedwith the Trustee (or another trustee satisfying the requirements ofSection 6.09) as trust funds in the trust, specifically pledged assecurity for, and dedicated solely to, the benefit of the Holdersof the Securities, (i) money in an amount, or (ii) U.S.Government Obligations which through the payment of interest andprincipal in respect thereof in accordance with their terms willprovide not later than one day before the due date of any paymentreferred to in clause (A) or (B) of this subparagraph (d)money in an amount or (iii) a combination thereof, sufficient,in the opinion of a nationally recognized firm of independentcertified public accountants expressed in a written certificationthereof delivered to the Trustee, to pay and discharge theprincipal of (and premium, if any) and each installment ofprincipal of (and premium, if any) and interest on the OutstandingSecurities of such Series on the Stated Maturity of such principalor installment of principal and interest;

such deposit shall not cause the Trustee with respect to suchSecurities to have a conflicting interest as defined inSection 6.08 and for purposes of the Trust Indenture Act withrespect to such Securities;

such deposit will not result in a breach or violation of, orconstitute a default under, this Indenture or any other agreementor instrument to which the Company is a party or by which it isbound;

no Event of Default of the type referred to in paragraph (d) or(e) with respect to the Company or event which with notice or lapseof time would become such an Event of Default shall have occurredand be continuing on the date of such deposit or during the periodending on the 91st day after such date;

the Company has delivered to the Trustee an Officers’Certificate and an Opinion of Counsel to the effect that there hasbeen a change in applicable Federal law such that, or the Companyhas received from, or there has been published by, the InternalRevenue Service a ruling to the effect that, Holders of suchSecurities will not recognize income, gain or loss for Federalincome tax purposes as a result of such deposits, defeasance anddischarge and will be subject to Federal income tax on the sameamount and in the same manner and at the same times, as would havebeen the case if such deposit, defeasance and discharge had notoccurred; and

the Company has delivered to the Trustee an Officers’Certificate and an Opinion of Counsel, each stating that allconditions precedent relating to the defeasance contemplated bythis Section have been complied with.

## Defeasance of CertainObligations

.  The Company may,as to any Series, omit to comply with any term, provision orcondition set forth in Sections 10.02 and 10.03 and any othersimilar restrictive covenant applicable to such Series and any suchomission with respect to Sections 10.02 and 10.03 and any otherapplicable restrictive covenant shall not be an Event of Default;provided that the following conditions have beensatisfied:

with reference to this Section 4.04, the Company hasdeposited or caused to be irrevocably deposited with the Trustee(or another trustee satisfying the requirements of Section 6.09) astrust funds in trust, specifically pledged as security for, anddedicated solely to, the benefit of the Holders of such Securities,(i) money in an amount, or (ii) U.S. GovernmentObligations which through the payment of interest and principal inrespect thereof in accordance with their terms will provide notlater than one day before the Stated Maturity money in an amount,or (iii) a combination thereof, sufficient, in the opinion of anationally recognized firm of independent public accountantsexpressed in a written certification thereof delivered to theTrustee, to pay and discharge the principal of (and premium, ifany) and each installment of principal (and premium, if any) andinterest on the Outstanding Securities of such Series on the StatedMaturity of such principal or installments of principal andinterest;

such deposit shall not cause the Trustee to have a conflictinginterest as defined in Section 6.08 and for purposes of the TrustIndenture Act;

such deposit will not result in a breach or violation of, orconstitute a default under, this Indenture or any other agreementor instrument to which the Company is a party or by which it isbound;

no Event of Default or event which with notice or lapse of timewould become an Event of Default shall have occurred and becontinuing on the date of such deposit;

the Company has delivered to the Trustee an Opinion of Counselto the effect that Holders will not recognize income, gain or lossfor Federal income tax purposes as a result of such deposit anddefeasance of certain obligations and will be subject to Federalincome tax on the same amount and in the same manner and at thesame times as would have been the case if such deposit anddefeasance had not occurred; and

the Company has delivered to the Trustee an Officers’Certificate and an Opinion of Counsel, each stating that allconditions precedent herein provided for relating to the defeasancecontemplated in this Section have been complied with.

# REMEDIES

## Events ofDefault

.  “Event ofDefault” as to any Series wherever used herein, means anyone of the following events (whatever the reason for such Event ofDefault and whether it shall be voluntary or involuntary or beeffected by operation of law or pursuant to any judgment, decree ororder of any court or any order, sale or regulation of anyadministrative or governmental body):

default in the payment of any interest upon any Security of suchSeries when it becomes due and payable, and continuance of suchdefault for a period of 30 days; or

default in the payment of the principal of (or premium, if any,on) any Security of such Series at its Maturity; or

default in the performance, or breach, of any covenant orwarranty of the Company in this Indenture applicable to such Series(other than a covenant or warranty a default in whose performanceor whose breach is elsewhere in this Section specifically dealtwith), and continuance of such default or breach for a period of 60days after there has been given, by registered or certified mail,to the Company by the Trustee or to the Company and the Trustee bythe Holders of at least 25% in aggregate principal amount of theOutstanding Securities of such Series a written notice specifyingsuch default or breach and requiring it to be remedied and statingthat such notice is a “Notice of Default” hereunder;or

the entry by a court having jurisdiction in the premises of (i)a decree or order for relief in respect of the Company in aninvoluntary case or proceeding under any applicable Federal orstate bankruptcy, insolvency, reorganization or other similar lawor (ii) a decree or order adjudging the Company a bankrupt orinsolvent, or approving as properly filed a petition seekingreorganization, arrangement, adjustment or composition of or inrespect to the Company under any applicable Federal or state law,or appointing a custodian, receiver, liquidator, assignee, trustee,sequestrator or other similar official of the Company or of anysubstantial part of its property, or ordering the winding up orliquidation of its affairs, and the continuance of any such decreeor order for relief or any such other decree or order unstayed andin effect for a period of 60 consecutive days; or

the commencement by the Company for a voluntary case orproceeding under any applicable Federal or state bankruptcy,insolvency, reorganization or other similar law or of any othercase or proceeding to be adjudicated a bankrupt or insolvent, orthe consent by it to the entry of a decree or order for relief inrespect of the Company in an involuntary case or proceeding underany applicable Federal or state bankruptcy, insolvency,reorganization or other similar law or to the commencement of anybankruptcy or insolvency case or proceeding against it, or thefiling by it of a petition or answer or consent seekingreorganization or relief under any applicable Federal or state law,or the consent by it to the filing of such petition or to theappointment of or taking possession by a custodian, receiver,liquidator, assignee, trustee, sequestrator or other similarofficial of the Company or of any substantial part of its property,or the making by it of an assignment for the benefit of creditors,or the admission by it in writing of its inability to pay its debtsgenerally as they become due, or the taking of corporate action bythe Company in furtherance of such action.

The term“Bankruptcy Law” means title 11, U.S. Code orany similar Federal or state law for the relief of debtors. The term “Custodian” means any receiver,trustee, assignee, liquidator or similar official under anyBankruptcy Law.

## Acceleration of Maturity; Rescission andAnnulment

.  If an Event ofDefault occurs and is continuing, then and in every such case theTrustee or the Holders of not less than 25% in aggregate principalamount of the Outstanding Securities of a Series may declare theprincipal amount of all of the Securities of such Series to be dueand payable immediately, by a notice in writing to the Company (andto the Trustee if given by Holders), and upon any such declarationsuch principal amount (or specified portion thereof) shall becomeimmediately due and payable.

At any time after such adeclaration of acceleration has been made and before a judgment ordecree for payment of the money due has been obtained by theTrustee as hereinafter in this Article provided, the Holders of amajority in aggregate principal amount of the OutstandingSecurities, by written notice to the Company and the Trustee, mayrescind and annul such declaration and its consequencesif

the Company has paid or deposited with the Trustee a sumsufficient to pay

all overdue interest on all Securities of such Series,

the principal of (and premium, if any, on) any such Securitieswhich have become due otherwise than by such declaration ofacceleration and interest thereon at the rate or rates prescribedtherefor in such Securities,

to the extent that payment of such interest is lawful, interestupon overdue interest at the rate or rates prescribed therefor insuch Securities, and

all sums paid or advanced by the Trustee hereunder and thereasonable compensation, expenses, disbursements and advances ofthe Trustee, its agents and counsel, and any other amounts due theTrustee under Section 6.07, and

all Events of Default, other than the nonpayment of theprincipal of such Securities which have become due solely by suchdeclaration of acceleration, have been cured or waived as providedin Section 5.13.

No such rescission shallaffect any subsequent default or impair any right consequentthereon.

## Collectionof Indebtedness and Suits for Enforcement by Trustee

.  The Companycovenants that if

default is made in the payment of any interest on any Securitywhen such interest becomes due and payable and such defaultcontinues for a period of 30 days, or

default is made in the payment of the principal of (or premium,if any, on) any Securities at the Maturity thereof,

the Company will, upondemand of the Trustee, pay to it, for the benefit of the Holders ofsuch Security, the whole amount then due and payable on suchSecurity for principal (and premium, if any) and interest and, tothe extent that payment of such interest shall be legallyenforceable, interest on any overdue principal (and premium, ifany) and on any overdue interest at the rate or rates prescribedtherefor in such Security, and, in addition thereto, such furtheramount as shall be sufficient to cover the costs and expenses ofcollection, including the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents andcounsel.

If the Company fails topay such amounts forthwith upon such demand, the Trustee, in itsown name and as trustee of an express trust, may institute ajudicial proceeding for the collection of the sums so due andunpaid, may prosecute such proceeding to judgment or final decreeand may enforce the same against the Company or any other obligorupon such Security and collect the moneys adjudged or decreed to bepayable in the manner provided by law out of the property of theCompany or any other obligor upon such Security, whereversituated.

If an Event of Defaultoccurs and is continuing, the Trustee may in its discretion proceedto protect and enforce its rights and the rights of the Holders ofSecurities by such appropriate judicial proceedings as the Trusteeshall deem most effectual to protect and enforce any such rights,whether for the specific enforcement of any covenant or agreementin this Indenture or in aid of the exercise of any power grantedherein, or to enforce any other proper remedy.

## TrusteeMay File Proofs of Claim

.  In case of thependency of any receivership, insolvency, liquidation, bankruptcy,reorganization, arrangement, adjustment, composition or otherjudicial proceeding relative to the Company or any other obligorupon the Securities or the property of the Company or of such otherobligor or their creditors, the Trustee (irrespective of whetherthe principal of any Securities shall then be due and payable astherein expressed or by declaration or otherwise and irrespectiveof whether the Trustee shall have made any demand on the Companyfor the payment of overdue principal or interest) shall be entitledand empowered, by intervention in such proceeding orotherwise,

#### to file and prove a claim for the whole amount of principal(and premium, if any) and interest owing and unpaid in respect ofall Securities and to file such other papers or documents as may benecessary or advisable in order to have the claims of the Trustee(including any claim for the reasonable compensation, expenses,disbursements and advances of the Trustee, its agents and counsel,and any other amounts due the Trustee under Section 6.07) and ofthe Holders allowed in such judicial proceeding, and

#### to collect and receive any moneys or other property payable ordeliverable on any such claims and to distribute the same;

and any custodian,receiver, assignee, trustee, liquidator, sequestrator or othersimilar official in any such judicial proceeding is herebyauthorized by each Holder to make such payments to the Trustee and,in the event that the Trustee shall consent to the making of suchpayments directly to the Holders, to pay to the Trustee any amountdue it for the reasonable compensation, expenses, disbursements andadvances of the Trustee, its agents and counsel, and any otheramounts due the Trustee under Section 6.07.

Nothing herein containedshall be deemed to authorize the Trustee to authorize or consent toor accept or adopt on behalf of any Holder any plan ofreorganization, arrangement, adjustment or composition affectingany Securities or the rights of any Holder thereof or to authorizethe Trustee to vote in respect of the claim of any Holder in anysuch proceeding; provided, however, that the Trusteemay, on behalf of the Holders, vote for the election of a trusteein bankruptcy or similar official and be a member of acreditors’ or other similar committee.

## TrusteeMay Enforce Claims Without Possession of Securities

.  All rights ofaction and claims under this Indenture or any Securities may beprosecuted and enforced by the Trustee without the possession ofany of the Securities or the production thereof in any proceedingrelating thereto, and any such proceeding instituted by the Trusteeshall be brought in its own name as trustee of an express trust,and any recovery of judgment shall, after provision for the paymentof the reasonable compensation, expenses, disbursements andadvances of the Trustee, its agents and counsel, and for any otheramounts due the Trustee under Section 6.07, be for the ratablebenefit of the Holders of the Securities of each Series in respectof which such judgment has been recovered.

## Application of Money Collected

.  Any moneycollected by the Trustee pursuant to this Article shall be appliedin the following order, or at the date or dates of fixed by theTrustee and, in case of the distribution of such money on accountof principal (or premium, if any) or interest, upon presentation ofthe Securities of the applicable Series and the notation thereon ofthe payment if only partially paid and upon surrender thereof iffully paid:

FIRST:  To thepayment of all amounts due the Trustee under Section 6.07;and

SECOND:  To thepayment of the amounts then due and unpaid for principal of (andpremium, if any) and interest on such Securities in respect ofwhich or for the benefit of which such money has been collected,ratably, without preference or priority of any kind, according tothe amounts due and payable on such Securities for principal (andpremium, if any) and interest, respectively; and

THIRD:  The balance,if any, to the Company or as a court of competent jurisdictionshall direct in a final, non-appealable order.

## Limitationon Suits

.  No Holder of anySecurity shall have any right to institute any proceeding, judicialor otherwise, with respect to this Indenture, or for theappointment of a receiver or trustee, or for any other remedyhereunder, unless

###### such Holder has previously given written notice to the Trusteeof a continuing Event of Default;

###### the Holders of not less than 25% in principal amount of theOutstanding Securities of the same Series shall have made writtenrequest to the Trustee to institute proceedings in respect of suchEvent of Default in its own name as Trustee hereunder;

###### such Holder or Holders have offered to the Trustee indemnityreasonably satisfactory to it against the costs, expenses andliabilities to be incurred in compliance with such request;

###### the Trustee, for 60 days after its receipt of such notice,request and offer of indemnity, has failed to institute any suchproceeding; and

###### no direction inconsistent with such written request has beengiven to the Trustee during such 60-day period by the Holders of amajority in principal amount of the Outstanding Securities of suchSeries;

it being understood andintended that no one or more of such Holders shall have any rightin any manner whatever by virtue of, or by availing of, anyprovision of this Indenture to affect, disturb or prejudice therights of any other of such Holders, or to obtain or to seek toobtain priority or preference over any other of such Holders or toenforce any right under this Indenture, except in the manner hereinprovided and for the equal and ratable benefit of all of suchHolders.

## Unconditional Right of Holders To ReceivePrincipal, Premium and Interest

.  Notwithstandingany other provision in this Indenture, the Holder of any Securityshall have the right, which is absolute and unconditional, toreceive payment of the principal of (and premium, if any) and(subject to Section 3.07) interest on such Security on the StatedMaturity or Maturities expressed in such Security and to institutesuit for the enforcement of any such payment, and such rights shallnot be impaired without the consent of such Holder.

## Restoration of Rights and Remedies

.  If the Trustee orany Holder has instituted any proceeding to enforce any right orremedy under this Indenture and such proceeding has beendiscontinued or abandoned for any reason, or has been determinedadversely to the Trustee or to such Holder, then, and in every suchcase, subject to any determination in such proceeding, the Company,the Trustee and the Holders shall be restored severally andrespectively to their former positions hereunder and thereafter allrights and remedies of the Trustee and the Holders shall continueas though no such proceeding had been instituted.

## Rights andRemedies Cumulative

.  Except asotherwise provided with respect to the replacement or payment ofmutilated, destroyed, lost or stolen Securities in the lastparagraph of Section 3.06, no right or remedy herein conferred uponor reserved to the Trustee or to the Holders is intended to beexclusive of any other right or remedy, and every right and remedyshall, to the extent permitted by law, be cumulative and inaddition to every other right and remedy given hereunder or now orhereafter existing at law or in equity or otherwise.  Theassertion or employment of any right or remedy hereunder, orotherwise, shall not prevent the concurrent assertion or employmentof any other appropriate right or remedy.

## Delay orOmission Not Waiver

.  No delay oromission of the Trustee or of any Holder of any Securities toexercise any right or remedy accruing upon any Event of Defaultshall impair any such right or remedy or constitute a waiver of anysuch Event of Default or an acquiescence therein.  Every rightand remedy given by this Article or by law to the Trustee or to theHolders may be exercised from time to time, and as often as may bedeemed expedient, by the Trustee or by the Holders, as the case maybe.

## Control byHolders

.  The Holders of amajority in aggregate principal amount of the OutstandingSecurities of a Series shall have the right to direct the time,method and place of conducting any proceeding for any remedyavailable to the Trustee, or exercising any trust or powerconferred on the Trustee, with respect to the Securities of such Series, provided that

###### such direction shall not be in conflict with any rule of law orwith this Indenture, and

###### the Trustee may take any other action deemed proper by theTrustee which is not inconsistent with such direction.

## Waiver ofPast Defaults

.  The Holders of notless than a majority in aggregate principal amount of theOutstanding Securities of such Series may, on behalf of the Holdersof all the Securities of such Series, waive any past defaulthereunder and its consequences, except a default

###### in the payment of the principal of (or premium, if any) orinterest on any Security, or

###### in respect of a covenant or provision hereof which underArticle IX cannot be modified or amended without the consent of theHolder of each Outstanding Security of such Series affected.

The Company may, but shallnot be obligated to, fix a record date for the purpose ofdetermining the Persons entitled to waive any past defaulthereunder.  If a record date is fixed, the Holders on suchrecord date, or their duly designated proxies, and only suchPersons, shall be entitled to waive any default hereunder, whetheror not such Holders remain Holders after such record date;provided that unless such majority in principal amount shallhave waived such default prior to the date which is 120 daysafter such record date, any such waiver of such default previouslygiven shall automatically and without further action by any Holderbe canceled and of no further effect.

Upon any such waiver, suchdefault shall cease to exist, and any Event of Default arisingtherefrom shall be deemed to have been cured, for every purpose ofthis Indenture; but no such waiver shall extend to any subsequentor other default or impair any right consequent thereon.

## Undertaking for Costs

.  All parties tothis Indenture agree, and each Holder of any Security by suchHolder’s acceptance thereof shall be deemed to have agreed,that any court may in its discretion require, in any suit for theenforcement of any right or remedy under this Indenture, or in anysuit against the Trustee for any action taken, suffered or omittedby it as Trustee, the filing by any party litigant in such suit ofan undertaking to pay the costs of such suit, and that such courtmay in its discretion assess reasonable costs, including reasonableattorneys’ fees and expenses, against any party litigant insuch suit, having due regard to the merits and good faith of theclaims or defenses made by such party litigant; provided,however, that the provisions of this Section shall not applyto any suit instituted by the Company, to any suit instituted bythe Trustee, to any suit instituted by any Holder, or group ofHolders, holding in the aggregate more than 10% in principal amountof the Outstanding Securities of a Series, or to any suitinstituted by any Holder for the enforcement of the payment of theprincipal of (or premium, if any) or interest on any Security on orafter the Stated Maturity or Maturities expressed in suchSecurity.

## Waiver ofStay or Extension Laws

.  The Companycovenants (to the extent that it may lawfully do so) that it willnot at any time insist upon, or plead, or in any manner whatsoeverclaim or take the benefit or advantage of, any stay or extensionlaw wherever enacted, now or at any time hereafter in force, whichmay affect the covenants or the performance of this Indenture; andthe Company (to the extent that it may lawfully do so) herebyexpressly waives all benefit or advantage of any such law andcovenants that it will not hinder, delay or impede the execution ofany power herein granted to the Trustee, but will suffer and permitthe execution of every such power as though no such law had beenenacted.

# THE TRUSTEE

## CertainDuties and Responsibilities

.  The provisions ofTIA Section 315 shall apply to the Trustee.

## Notice ofDefaults

.  Within 90 daysafter the occurrence of any default hereunder, the Trustee shalltransmit by mail to all applicable Holders of Securities, as theirnames and addresses appear in the Security Register, notice of suchdefault hereunder known to the Trustee, unless such default shallhave been cured or waived; provided, however, that,except in the case of a default in the payment of the principal of(or premium, if any) or interest on any Security, the Trustee shallbe protected in withholding such notice if and so long as the boardof directors, the executive committee or a trust committee ofdirectors or Responsible Officers of the Trustee in good faithdetermine that the withholding of such notice is in the interest ofthe applicable Holders of Securities; and provided, further, thatin the case of any default of the character specified in Section5.01(c), no such notice to Holders shall be given until at least 30days after the occurrence thereof.  For the purpose of thisSection, the term “default” means any eventwhich is, or after notice or lapse of time or both would become, anEvent of Default.

## CertainRights of Trustee

.  Subject to theprovisions of TIA Sections 315(a) through 315(d):

The Trustee may conclusively rely and shall be fully protectedin acting or refraining from acting upon any resolution,certificate, statement, instrument, opinion, report, notice,request, direction, consent, order, bond, debenture, note, otherevidence of indebtedness or other paper or document believed by itto be genuine and to have been signed or presented by the properparty or parties.

Any instruction, request or direction of the Company mentionedherein shall be sufficiently evidenced by a Company Request orCompany Order or as otherwise expressly provided herein and anyresolution of the Board of Directors may be sufficiently evidencedby a Board Resolution.

Whenever in the administration of this Indenture the Trusteeshall deem it desirable that a matter be proved or establishedprior to taking, suffering or omitting any action hereunder, theTrustee (unless other evidence be herein specifically prescribed)may, in the absence of bad faith on its part, rely upon anOfficers’ Certificate.

Before the Trustee acts or refrains from acting, the Trustee mayconsult with counsel of its selection and the advice of suchcounsel or any Opinion of Counsel shall be full and completeauthorization and protection in respect of any action taken,suffered or omitted by it hereunder in good faith and in reliancethereon.

The Trustee shall be under no obligation to exercise any of therights or powers vested in it by this Indenture at the request ordirection of any of the Holders pursuant to this Indenture, unlesssuch Holders shall have offered to the Trustee security orindemnity reasonably satisfactory to it against the costs, expensesand liabilities which might be incurred by it in compliance withsuch request or direction.

The Trustee shall not be bound to make any investigation intothe facts or matters stated in any resolution, certificate,statement, instrument, opinion, report, notice, request, direction,consent, order, bond, debenture, note, other evidence ofindebtedness or other paper or document, but the Trustee, in itsdiscretion, may make such further inquiry or investigation intosuch facts or matters as it may see fit, and, if the Trustee shalldetermine to make such further inquiry or investigation, it shallbe entitled to examine the books, records and premises of theCompany, personally or by agent or attorney at the sole cost of theCompany and shall incur no liability of any kind by reason of suchinquiry or investigation.

The Trustee may execute any of the trusts or powers hereunder orperform any duties hereunder either directly or by or throughagents or attorneys and the Trustee shall not be responsible forany misconduct or negligence on the part of any agent or attorneyappointed with due care by it hereunder.

The Trustee shall not be liable for any action taken, sufferedor omitted by it in good faith and believed by it to be authorizedor within the discretion, rights or powers conferred upon it bythis Indenture.

The Trustee shall not be required to expend or risk its ownfunds or otherwise incur any financial liability in the performanceof any of its duties hereunder or in the exercise of any of itsrights or powers if it shall have reasonable grounds for believingthat repayment of such funds or adequate indemnity against suchrisk or liability is not reasonably assured to it.

Except with respect to Section 10.01 herein, the Trustee shallhave no duty to inquire as to the performance of theCompany’s covenants in Article X hereof.  Inaddition, the Trustee shall not be deemed to have knowledge of anyEvent of Default except (i) any Event of Default occurring pursuantto Sections 5.01(1), 5.01(2) and 10.01 herein or (ii) any Event ofDefault of which a Reasonable Officer of the Trustee shall havereceived written notification.

In no event shall the Trustee be reasonable or liable forspecial, indirect, or consequential loss or damage of any kindwhatsoever (including, but not limited to, loss of profit)irrespective of whether the Trustee has been advised of thelikelihood of such loss or damage and regardless of the form ofaction.

## NotResponsible for Recitals or Issuance of Securities

.  The recitalscontained herein and in the Securities, except the Trustee’scertificates of authentication, shall be taken as the statements ofthe Company, and neither the Trustee nor any Authenticating Agentassumes any responsibility for their correctness.  The Trusteemakes no representations as to the validity or sufficiency of thisIndenture or of the Securities, except that the Trustee representsthat it is duly authorized to execute and deliver this Indenture,authenticate the Securities and perform its obligations hereunderand that the statements made by it in a Statement of Eligibility onForm T-1, when supplied to the Company, will be true and accuratesubject to the qualifications set forth therein.  The Trusteeor any Authenticating Agent shall not be accountable for the use orapplication by the Company of Securities or the proceedsthereof.

## May HoldSecurities

.  The Trustee, anyAuthenticating Agent, any Paying Agent, any Security Registrar orany other agent of the Company, in its individual or any othercapacity, may become the owner or pledgee of Securities and,subject to TIA Sections 310(b) and 311, may otherwise deal with theCompany with the same rights it would have if it were not Trustee,Authenticating Agent, Paying Agent, Security Registrar or suchother agent.

## Money Heldin Trust

.  Money held by theTrustee in trust hereunder need not be segregated from other fundsexcept to the extent required by law.  The Trustee shall beunder no liability for interest on any money received by ithereunder except as otherwise agreed to in writing by the Companyand the Trustee.

## Compensation and Reimbursement

.  The Companyagrees

###### to pay to the Trustee from time to time, as the Company and theTrustee shall from time to time agree in writing, compensation forall services rendered by it hereunder (which compensation shall notbe limited by any provision of law in regard to the compensation ofa trustee of an express trust);

###### except as otherwise expressly provided herein, to reimburse theTrustee upon its request for all reasonable expenses, includingtaxes (other than taxes based upon, measured by or determined bythe income of the Trustee), disbursements and advances incurred ormade by the Trustee in accordance with any provision of thisIndenture (including the reasonable compensation and the expensesand disbursements of its agents and counsel), except any suchexpense, disbursement or advance as shall be determined to havebeen caused by our negligence or willful misconduct; and

###### to indemnify the Trustee (and its agents and any predecessorTrustee) for, and to hold it harmless against, any loss, liabilityor expense incurred without negligence or bad faith on its part,arising out of or in connection with the acceptance oradministration of the trust or trusts hereunder, including thecosts and expenses of defending itself against any claim orliability in connection with the exercise or performance of any ofits powers or duties hereunder.

The obligations of theCompany under this Section 6.07 to compensate and indemnify theTrustee and to pay or reimburse the Trustee for expenses,disbursements and advances shall constitute additional indebtednesshereunder and shall survive the satisfaction and discharge of thisIndenture.  Such additional indebtedness shall be a seniorclaim to that of the Securities upon all property and funds held orcollected by the Trustee as such, except funds held in trust forthe payment of principal of (and premium, if any) or interest onparticular Securities, and the Securities are hereby subordinatedto each senior claim.  When the Trustee incurs expenses orrenders services in connection with an Event of Default specifiedin Article V hereof, the expenses (including reasonable fees andexpenses of counsel) and the compensation for the service inconnection therewith are intended to constitute expenses ofadministration under any applicable bankruptcy law.

The Trustee shall give theCompany notice of any claim or liability for which the Trusteemight be entitled to indemnification under subparagraph (3) of thisSection 6.07 within a reasonable amount of time after a ResponsibleOfficer of the Trustee receives written notice of such claim orliability.

## Disqualification; ConflictingInterests

.  The provisions ofTIA Section 310(b) shall apply to the Trustee.

## CorporateTrustee Required; Eligibility

.  There shall at alltimes be a Trustee hereunder which shall be eligible to act underTIA Section 310(a)(1) and shall have a combined capital and surplusof at least $50,000,000 and subject to supervision or examinationby Federal, state or District of Columbia authority.  TheTrustee hereby represents and warrants that it is currently incompliance and at all times will remain in compliance with therequirements of this Section 6.09.  If such Corporationpublishes reports of condition at least annually, pursuant to lawor to the requirements of said supervising or examining authority,then for the purposes of this Section, the combined capital andsurplus of such Corporation shall be deemed to be its combinedcapital and surplus as set forth in its most recent report ofcondition so published.  If at any time the Trustee shallcease to be eligible in accordance with the provisions of thisSection, it shall resign immediately in the manner and with theeffect hereinafter specified in this Article.  Neither theCompany, nor any Person directly or indirectly controlling,controlled by or under common control with the Company, shall actas Trustee hereunder.

## Resignation and Removal; Appointment ofSuccessor

.

### No resignation or removal of the Trustee and no appointment ofa successor Trustee pursuant to this Article shall become effectiveuntil the acceptance of appointment by the successor Trustee inaccordance with the applicable requirements of Section 6.11.

### The Trustee may resign at any time by giving written noticethereof to the Company.  If the instrument of acceptance by asuccessor Trustee required by Section 6.11 shall not have beendelivered to the Trustee within 30 days after the giving of suchnotice of resignation, the resigning Trustee may petition at theexpense of the Company any court of competent jurisdiction for theappointment of a successor Trustee.

### The Trustee may be removed as to any Series at any time by Actof the Holders of a majority in principal amount of the OutstandingSecurities of such Series, delivered to the Trustee and to theCompany.  If the instrument of acceptance by a successorTrustee required by Section 6.11 shall not have been delivered tothe Trustee within 30 days after such removal, the resigningTrustee may petition any court of competent jurisdiction for theappointment of a successor Trustee.

### If at any time:

###### the Trustee shall fail to comply with TIA Section 310(b) afterwritten request therefor by the Company or by any Holder who hasbeen a bona fide Holder of a Security for at least six months,or

###### the Trustee shall cease to be eligible under Section 6.09 andshall fail to resign after written request therefor by the Companyor by any such Holder, or

###### the Trustee shall become incapable of acting or shall beadjudged a bankrupt or insolvent or a receiver of the Trustee or ofits property shall be appointed or any public officer shall takecharge or control of rehabilitation, conservation or liquidation,or

###### the Trustee shall commence a voluntary case under the Federalbankruptcy laws, as now or thereafter constituted, or any otherapplicable Federal or state bankruptcy, insolvency or similar lawor shall consent to the appointment of or taking possession by areceiver, custodian, liquidator, assignee, trustee, sequestrator(or other similar official) of the Trustee or its property oraffairs, or shall make an assignment for the benefit of creditors,or shall admit in writing its inability to pay its debts generallyas they become due, or shall take corporate action in furtheranceof any such action,

then, in any such case,(i) the Company by a Board Resolution may remove the Trustee withrespect to all Securities, or (ii) subject to Section 5.14, anyHolder who has been a bona fide Holder of a Security for at leastsix months may, on behalf of himself and all others similarlysituated, petition any court of competent jurisdiction for theremoval of the Trustee with respect to all Securities of the sameSeries and the appointment of a successor Trustee orTrustees.

### If the Trustee shall resign, be removed or become incapable ofacting, or if a vacancy shall occur in the office of Trustee forany cause, the Company, by a Board Resolution, shall promptlyappoint a successor Trustee or Trustees and shall comply with theapplicable requirements of Section 6.11.  If the instrument ofacceptance by a successor Trustee required by Section 6.11 shallnot have been delivered within 30 days after such resignation,removal or incapability, or the occurrence of such vacancy, theresigning, removed or incapacitated Trustee may petition any courtof competent jurisdiction for the appointment of a successorTrustee.  If, within one year after such resignation, removalor incapability, or the occurrence of such vacancy as to each orany Series, a successor Trustee shall be appointed by an Act of theHolders of a majority in principal amount of the OutstandingSecurities of the applicable Series delivered to the Company andthe retiring Trustee, the successor Trustee so appointed shall,forthwith upon its acceptance of such appointment in accordancewith the applicable requirements of Section 6.11, become thesuccessor Trustee with respect to such Series and to that extentsupersede the successor Trustee appointed by the Company.  Ifno successor Trustee shall have been so appointed by the Company orthe Holders and accepted appointment in the manner required bySection 6.11, any Holder who has been a bona fide Holder of aSecurity for at least six months may, on behalf of himself and allothers similarly situated, petition any court of competentjurisdiction for the appointment of a successor Trustee withrespect to such Series.

### The Company shall give notice of each resignation and eachremoval of the Trustee and each appointment of a successor Trusteeby mailing written notice of such event by first-class mail,postage prepaid, to all Holders of affected Securities as theirnames and addresses appear in the Security Register.  Eachnotice shall include the name of the successor Trustee with respectto the Securities of such Series and the address of its CorporateTrust Office.

## Acceptanceof Appointment by Successor

.

### In case of the appointment hereunder of a successor Trusteewith respect to a Series of Securities, every such successorTrustee so appointed shall execute, acknowledge and deliver to theCompany and to the retiring Trustee an instrument accepting suchappointment, and thereupon the resignation or removal of theretiring Trustee shall become effective and such successor Trustee,without any further act, deed or conveyance, shall become vestedwith all the rights, powers, trusts and duties of the retiringTrustee; but, on the request of the Company or the successorTrustee, such retiring Trustee shall, upon payment of its charges,execute and deliver an instrument transferring to such successorTrustee all the rights, powers and trusts of the retiring Trusteeand shall duly assign, transfer and deliver to such successorTrustee all property and money held by such retiring Trusteehereunder.

### Upon request of any such successor Trustee, the Company shallexecute any and all instruments for more fully and certainlyvesting in and confirming to such successor Trustee all suchrights, powers and trusts referred to in paragraphs (a) and (b) ofthis Section, as the case may be.

### No successor Trustee shall accept its appointment unless at thetime of such acceptance such successor Trustee shall be qualifiedand eligible under this Article.

## Merger,Conversion, Consolidation or Succession to Business

.  Any Corporationinto which the Trustee may be merged or converted or with which itmay be consolidated, or any Corporation resulting from any merger,conversion or consolidation to which the Trustee shall be a party,or any Corporation succeeding to all or substantially all thecorporate trust business of the Trustee, shall be the successor ofthe Trustee hereunder, provided such Corporation shall beotherwise qualified and eligible under this Article, without theexecution or filing of any paper or any further act on the part ofany of the parties hereto.

In case any Securitiesshall have been authenticated, but not delivered, by the Trusteethen in office, any successor by merger, conversion orconsolidation to such authenticating Trustee may adopt suchauthentication and make available for delivery the Securities soauthenticated with the same effect as if such successor Trustee haditself authenticated such Securities; in case any of the Securitiesshall not have been authenticated by the Trustee then in office,any successor by merger, conversion or consolidation to suchTrustee may authenticate such Securities either in the name of suchpredecessor hereunder or in the name of the successor Trustee; andin all such cases such certificates shall have the full force whichit is anywhere in the Securities or in this Indenture provided thatthe certificate of the Trustee shall have; provided,however, that the right to adopt the certificate ofauthentication of any predecessor Trustee or to authenticateSecurities in the name of any predecessor Trustee shall apply onlyto its successor or successors by merger, conversion orconsolidation.

## Preferential Collection of Claims AgainstCompany

.  The Trustee shallcomply with TIA Section 311(a).  A Trustee which has resignedor been removed is subject to TIA Section 311(a) to the extentindicated therein.

# HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

## Company ToFurnish Trustee Names and Addresses of Holders

.  If the Trustee isnot acting as Security Registrar for the Securities, the Companywill furnish or cause to be furnished to the Trustee:

at intervals of no more than six months commencing after theIssue Date, a list, in such form as the Trustee may reasonablyrequire, of the names and addresses of the Holders of each Seriesof Securities as of a date not more than 15 days prior to the timesuch information is furnished, and

at such other times as the Trustee may request in writing,within 30 days after the receipt by the Company of any suchrequest, a list of similar form and content as of a date not morethan 15 days prior to the time such list is furnished.

## Preservation of Information; Communication toHolders

.

### The Trustee shall preserve, in as current a form as isreasonably practicable, the names and addresses of Holderscontained in the most recent list furnished to the Trustee asprovided in Section 7.01 and the names and addresses ofHolders received by the Trustee in its capacity as SecurityRegistrar.  The Trustee may destroy any list furnished to itas provided in Section 7.01 upon receipt of a new list sofurnished.

### The rights of Holders to communicate with other Holders of thesame Series of Securities with respect to their rights under thisIndenture or under the Securities, and the corresponding rights andprivileges of the Trustee, shall be as provided by TIA Section312(b).

### Every Holder of Securities, by receiving and holding the same,agrees with the Company and the Trustee that neither the Companynor the Trustee nor any agent of either of them shall be heldaccountable by reason of the disclosure of any such information asto the names and addresses of the Holders in accordance withSection 7.02(b), regardless of the source from which suchinformation was derived, and that the Trustee shall not be heldaccountable by reason of mailing any material pursuant to a requestmade under Section 7.02(b).

## Reports byTrustee

.  Within 60 daysafter May 15 of each year commencing with May 15, 2005, the Trusteeshall transmit by mail to all Holders of Securities as provided inTIA Section 313(c) a brief report dated as of May 15 of such yearif required by TIA Section 313(a).  A copy of each suchreport shall, at the time of such transmission to Holders, be filedby the Trustee with each stock exchange upon which any Securitiesare listed, with the Commission and with the Company.  TheCompany will notify the Trustee when any Securities are listed onany stock exchange.

## Reports byCompany

.  The Companyshall:

###### file with the Trustee, within 15 days after the Company isrequired to file the same with the Commission, copies of the annualreports and of the information, documents and other reports (orcopies of such portions of any of the foregoing as the Commissionmay from time to time by rules and regulations prescribe) which theCompany may be required to file with the Commission pursuant toSection 13 or Section 15(d) of the Securities ExchangeAct of 1934; or, if the Company is not required to fileinformation, documents or reports pursuant to either of saidSections, then it shall file with the Trustee and the Commission,in accordance with rules and regulations prescribed from time totime by the Commission, such of the supplementary and periodicinformation, documents and reports which may be required pursuantto Section 13 of the Securities Exchange Act of 1934 inrespect of a security listed and registered on a nationalsecurities exchange as may be prescribed from time to time in suchrules and regulations; notwithstanding anything to the contraryherein, the Trustee shall have no duty to review such documents forthe purposes of determining compliance with any provision of thisIndenture;

###### file with the Trustee and the Commission, in accordance withrules and regulations prescribed from time to time by theCommission, such additional information, documents and reports withrespect to compliance by the Company with the conditions andcovenants of this Indenture as may be required from time to time bysuch rules and regulations;

###### transmit by mail to all Holders, as their names and addressesappear in the Security Register, within 30 days after the filingthereof with the Trustee, such summaries of any information,documents and reports required to be filed by the Company pursuantto paragraphs (1) and (2) of this Section as may be required byrules and regulations prescribed from time to time by theCommission;

###### furnish to the Trustee the Officers’ Certificate providedfor in Section 10.09; and

###### at any time that the Company is not subject to the reportingrequirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, provide the information required byRule 144(A)(d) to any holder or prospective transferee ofInitial Securities subject to Section 3.13 reasonablyrequesting such information.

# CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OF LEASE

## CompanyMay Consolidate, Etc., Only on Certain Terms

.  The Company shallnot consolidate with or merge into any other Person or convey,transfer or lease its properties and assets substantially as anentirety to any Person and the Company shall not permit any personto consolidate with or merge into the Company or convey transfer orlease all or substantially all of its properties and assets to theCompany, unless:

###### the Person formed by such consolidation or into which theCompany is merged or the Person which acquires by conveyance ortransfer, or which leases, the properties and assets of the Companysubstantially as an entirety shall be a Corporation, partnership,limited liability company or trust, shall be organized and validlyexisting under the laws of the United States of America, any statethereof or the District of Columbia and shall expressly assume, byan indenture supplemental hereto, executed and delivered to theTrustee, in form satisfactory to the Trustee, the due and punctualpayment of the principal of (and premium, if any) and interest onall the Securities and the performance or observance of everycovenant of this Indenture on the part of the Company to beperformed or observed;

###### immediately after giving effect to such transaction, no Eventof Default, and no event which, after notice or lapse of time orboth, would become an Event of Default, shall have happened and becontinuing;

###### if, as a result of any such consolidation or merger or suchconveyance, transfer or lease, properties or assets of the Companywould become subject to a mortgage, pledge, lien, security interestor other encumbrance which would not be permitted by thisIndenture, the Company or such successor Person, as the case maybe, shall take such steps as shall be necessary to effectivelysecure the Securities equally and ratably with (or prior to) allindebtedness secured thereby; and

###### the Company has delivered to the Trustee an Officers’Certificate and an Opinion of Counsel, each stating that suchconsolidation, merger, conveyance, transfer or lease and, if asupplemental indenture is required in connection with suchtransaction, such supplemental indenture, comply with this Articleand that all conditions precedent herein provided for relating tosuch transaction have been complied with.

## SuccessorSubstituted

.  Upon anyconsolidation of the Company with, or merger by the Company into,any other Person or conveyance, transfer or lease of the propertiesand assets of the Company substantially as an entirety inaccordance with Section 8.01, the successor Person formed by suchconsolidation or into which the Company is merged or to which suchconveyance, transfer or lease is made shall succeed to, and besubstituted for, and may exercise every right and power of, theCompany under this Indenture with the same effect as if suchsuccessor Person had been named as the Company herein, andthereafter, except in the case of a lease, the predecessor Personshall be relieved of all obligations and covenants under thisIndenture and the Securities.

# SUPPLEMENTAL INDENTURES

## Consent,Waiver or Amendment Without Consent of Holders

.  The Issuer and theTrustee may amend, waive, supplement or otherwise modify thisIndenture, one or more Series of Securities, individually orcollectively, or any other agreement or instrument entered into inconnection with this Indenture without notice to or consent of anyHolder:

to evidence the succession of another Person to the Company andthe assumption by any such successor of the covenants of theCompany herein and in the Securities; or

to add to the covenants of the Company for the benefit of theHolders or to surrender any right or power herein conferred uponthe Company; or

to add any additional Events of Default; or

to secure the Securities; or

to evidence and provide for the acceptance of appointmenthereunder by a successor Trustee hereunder;

to cure any ambiguity, to correct or supplement any provisionherein which may be inconsistent with any other provision herein,or to make any other provisions with respect to matters orquestions arising under this Indenture (including as to anyparticular Series, to conform the terms of such Series to theprovisions of the description of such Series set forth in any finaloffering memorandum or final prospectus relating to the initialissuance of such Series to the extent that such descriptionprovisions are intended to be a verbatim recitation of termsapplicable to the Series), provided such action shall notadversely affect the interests of the Holders in any materialrespect;

to comply with the requirements of the Commission in order toeffect or maintain the qualifications of this Indenture under theTrust Indenture Act;

to provide for uncertificated Securities in addition to or inplace of certificated Securities;

to provide for the issuance and establish the forms and termsand conditions of Securities of any Series as permitted by thisIndenture; or

to comply with the rules of any applicable securitiesdepositary.

Upon the request of theIssuer accompanied by a resolution of its Boards of Directorsauthorizing the execution of any such amended or supplementalIndenture, and upon receipt by the Trustee of any documentsrequested under Section 6.03(c) and (d), the Trustee shall joinwith the Issuer in the execution of any amended or supplementalIndenture authorized or permitted by the terms of this Indentureand make any further appropriate agreements and stipulations thatmay be therein contained, but the Trustee shall not be obligated toenter into such amended or supplemental Indenture that affects itsown rights, duties or immunities under this Indenture orotherwise.

## Supplemental Indentures with Consent ofHolders

.  With the consentof the Holders of not less than a majority in aggregate principalamount of the Outstanding Securities of each Series affected by themodification or waiver, by Act of said Holders delivered to theCompany and the Trustee, the Company, when authorized by a BoardResolution, and the Trustee may enter into an indenture orindentures supplemental hereto for the purpose of adding anyprovisions to or changing in any manner or eliminating any of theprovisions of this Indenture or of modifying in any manner therights of the Holders under this Indenture; provided,however, that no such supplemental indenture shall, withoutthe consent of the Holder of each Outstanding Security affectedthereby,

change the Stated Maturity of the principal of, or anyinstallment of principal of or interest on, any such Security, orreduce the principal amount thereof or the rate of interest thereonor change the place of payment where, or the coin or currency inwhich, any such Security or any premium or the interest thereon ispayable, or impair the right to institute suit for the enforcementof any such payment on or after the Stated Maturity thereof, or

reduce the percentage in principal amount of the OutstandingSecurities, the consent of whose Holders is required for any suchsupplemental indenture, or the consent of whose Holders is requiredfor any waiver of compliance with certain provisions of thisIndenture or certain defaults and their consequence provided inthis Indenture, or

modify any of the provision of this Section 9.02,Section 5.13 or Section 9.07, except to increase any suchpercentage or to provide that certain other provisions of thisIndenture cannot be modified or waived without the consent of theHolder of each Outstanding Security affected thereby;provided, however, that this clause shall not bedeemed to require the consent of any Holder with respect to changesin the references to “the Trustee” and concomitantchanges in this Section 9.02 and Section 9.07, or thedeletion of this proviso, in accordance with the requirements ofSections 6.11(b) and 9.01(e).

The Company may, but shallnot obligated to, fix a record date for the purpose of determiningthe Persons entitled to consent to any indenture supplementalhereto.  If a record date is fixed for such purpose, theHolders on such record date or their duly designated proxies, andonly such Persons, shall be entitled to consent to suchsupplemental indenture, whether or not such Holders remain Holdersafter such record date; provided that unless such consentshall have become effective by virtue of the requisite percentagehaving been obtained prior to the date which is 90 days after suchrecord date, any such consent previously given shall automaticallyand without further action by any Holder be canceled and of nofurther effect.

It shall not be necessaryfor any Act of Holders under this Section to approve the particularform of any proposed supplemental indenture, but it shall besufficient if such Act shall approve the substancethereof.

## Executionof Supplemental Indentures

.  In executing, oraccepting the additional trusts created by, any supplementalindenture permitted by this Article or the modifications thereby ofthe trusts created by this Indenture, the Trustee shall be providedwith and (subject to Section 6.01) shall be fully protected inrelying upon, an Opinion of Counsel stating that the execution ofsuch supplemental indenture is authorized or permitted by thisIndenture.  The Trustee may, but shall not be obligated to,enter into any such supplemental indenture which affects theTrustee’s own rights, duties or immunities under thisIndenture or otherwise.

## Effect ofSupplemental Indentures

.  Upon the executionof any supplemental indenture under this Article, this Indentureshall be modified in accordance therewith, and such supplementalindenture shall form a part of this Indenture for all purposes; andevery Holder of Securities theretofore or thereafter authenticatedand delivered hereunder shall be bound thereby to the extentprovided therein.

## Conformitywith Trust Indenture Act

.  Every supplementalindenture executed pursuant to this Article shall conform to therequirements of the Trust Indenture Act as then ineffect.

## Referencein Securities to Supplemental Indentures

.  Securitiesauthenticated and made available for delivery after the executionof any supplemental indenture pursuant to this Article may, andshall if required by the Trustee, bear a notation in a formapproved by the Trustee as to any matter provided for in suchsupplemental indenture.  If the Company shall so determine,new Securities so modified as to conform, in the opinion of theTrustee and the Company, to any such supplemental indenture may beprepared and executed by the Company and authenticated and madeavailable for delivery by the Trustee in exchange for OutstandingSecurities.

## Waiver ofCertain Covenants

.  The Company mayomit in any particular instance to comply with any term, provisionor condition set forth in Sections 10.02 and 10.03 and any othersimilar restrictive covenant applicable to the Securities of anySeries if before the time for such compliance the Holders of notless than a majority in aggregate principal amount of each affectedSeries of the Outstanding Securities shall, by Act of such Holders,either waive such compliance in such instance or generally waivecompliance with such term, provision or condition, but no suchwaiver shall extend to or affect each term, provision or conditionexcept to the extent so expressly waived, and, until such waivershall become effective, the obligations of the Company and theduties of the Trustee in respect of any such term, provision orcondition shall remain in full force and effect.

The Company may, but shallnot be obligated to, fix a record date for the purpose ofdetermining the Persons entitled to waive any such term, provisionor condition.  If a record date is fixed for such purpose, theHolders on such record date or their duly designated proxies, andonly such Persons, shall be entitled to waive any such term,provision or condition hereunder, whether or not such Holdersremain Holders after such record date; provided that unlessthe Holders of not less than a majority in principal amount of eachaffected Series of the Outstanding Securities shall have waivedsuch term, provision or condition prior to the date which is 90days after such record date, any such waiver previously given shallautomatically and without further action by any Holder be canceledand of no further effect.

## Paymentfor Consent

.  None the Company,any Affiliate of the Company or any Subsidiary shall, directly orindirectly, pay or cause to be paid any consideration, whether byway of interest, fee or otherwise, to any Holder for or as aninducement to any consent, waiver or amendment of any of the termsor provisions of this Indenture or the Securities unless suchconsideration is offered to be paid or agreed to be paid to allHolders which so consent, waive or agree to amend in the time frameset forth in solicitation documents relating to such consent,waiver or agreement.

# COVENANTS

## Payment ofPrincipal, Premium and Interest

.  The Companycovenants and agrees for the benefit of the Holders that it willduly and punctually pay the principal of (and premium, if any) andinterest on the Securities in accordance with the terms of theSecurities and this Indenture.

## Restrictions on Secured Debt

.

### The Company will not itself, and will not permit any RestrictedSubsidiary to, incur, issue, assume or guarantee any notes, bonds,debentures or other similar evidences of indebtedness for moneyborrowed (hereinafter in this Article called“Debt”), secured by a pledge of, or mortgage orother lien on, any Principal Property, now owned or hereafter ownedby the Company or any Restricted Subsidiary, or any shares of stockor Debt of any Restricted Subsidiary (hereinafter in this Articlecalled “Lien” or “Liens”),without effectively providing that the Securities (together with,if the Company shall so determine, any other Debt of the Company orsuch Restricted Subsidiary then existing or thereafter createdwhich is not subordinate to the Securities) shall be securedequally and ratably with (or prior to) such secured Debt, so longas such secured Debt shall be so secured; provided,however, that this Section shall not apply to, and thereshall be excluded from secured Debt in any computation under thisSection, Debt secured by:

#### Liens on any Principal Property acquired (whether by merger,consolidation, purchase, lease or otherwise), constructed orimproved by the Company or any Restricted Subsidiary after the dateof this Indenture which are created or assumed prior to,contemporaneously with, or within 360 days after, such acquisition,construction or improvement, to secure or provide for the paymentof all or any part of the cost of such acquisition, construction orimprovement (including related expenditures capitalized for Federalincome tax purposes in connection therewith) incurred after thedate of this Indenture;

#### Liens on any property, shares of capital stock or Debt existingat the time of acquisition thereof, whether by merger,consolidation, purchase, lease or otherwise (including Liens onproperty, shares of capital stock or indebtedness of a corporationexisting at the time such corporation becomes a RestrictedSubsidiary);

#### Liens in favor of, or which secure debt owing to, the Companyor any Restricted Subsidiary;

#### Liens in favor of the United States of America or any Statethereof, or any department, agency or instrumentality or politicalsubdivision of the United States of America or any State thereof orpolitical entity affiliated therewith, or in favor of any othercountry, or any political subdivision thereof, to secure partial,progress, advance or other payments, or other obligations, pursuantto any contract or statute, or to secure any Debt incurred for thepurpose of financing all or any part of the cost of acquiring,constructing or improving the property subject to such Liens(including Liens incurred in connection with pollution control,industrial revenue or similar financings);

#### Liens imposed by law, such as mechanics’,workmen’s, repairmen’s, materialmen’s,carriers’, warehousemen’s, vendors’ or othersimilar Liens arising in the ordinary course of business, orgovernmental (Federal, state or municipal) Liens arising out ofcontracts for the sale of products or services by the Company orany Restricted Subsidiary, or deposits or pledges to obtain therelease of any of the foregoing;

#### pledges or deposits under workmen’s compensation,unemployment insurance or similar legislation and Liens ofjudgments thereunder which are not currently dischargeable, or goodfaith deposits in connection with bids, tenders, contracts (otherthan for the payment of money) or leases to which the Company orany Restricted Subsidiary is a party, or deposits to secure publicor statutory obligations of the Company or any RestrictedSubsidiary, or deposits in connection with obtaining or maintainingself-insurance or to obtain the benefits of any law, regulation orarrangement pertaining to workmen’s compensation,unemployment insurance, old age pensions, social security orsimilar matters, or deposits of cash or obligations of the UnitedStates of America to secure surety, appeal or customs bonds towhich the Company or any Restricted Subsidiary is a party, ordeposits in litigation or other proceedings such as, but notlimited to, interpleader proceedings;

#### Liens created by or resulting from any litigation or otherproceeding which is being contested in good faith by appropriateproceedings, including Liens arising out of judgments or awardsagainst the Company or any Restricted Subsidiary with respect towhich the Company or such Restricted Subsidiary is in good faithprosecuting an appeal or proceedings for review; or Liens incurredby the Company or any Restricted Subsidiary for the purpose ofobtaining a stay or discharge in the course of any litigation orother proceeding to which the Company or such Restricted Subsidiaryis a party;

#### Liens for taxes or assessments or governmental charges orlevies not yet due or delinquent, or which can thereafter be paidwithout penalty, or which are being contested in good faith byappropriate proceedings;

#### Liens consisting of easements, rights-of-way, zoningrestrictions, restrictions on the use of real property, and defectsand irregularities in the title thereto, landlords’ Liens andother similar Liens and encumbrances none of which interferematerially with the use of the property covered thereby in theordinary course of the business of the Company or such RestrictedSubsidiary and which do not, in the opinion of the Company,materially detract from the value of such properties;

#### Liens existing on the Issue Date;

#### Liens on cash and cash equivalents securing derivativesobligations; provided that the aggregate amount of cash andcash equivalents subject to such liens may at not time exceed$100,000,000;

#### Liens arising solely by virtue of any statutory or common lawprovision relating to banker’s liens, rights of setoff orsimilar rights and remedies as to deposit accounts or other fundsmaintained with a creditor depository institution; providedthat (a) such deposit account is not a dedicated cash collateralaccount and is not subject to restrictions against access by theCompany in excess of those set forth by regulations promulgated bythe Federal Reserve Board, and (b) such deposit account is notintended to provide collateral to the depository institution;or

#### any extension, renewal or replacement (or successiveextensions, renewals or replacements), as a whole or in part, ofany Lien referred to in the foregoing clauses (i) to (xii),inclusive; provided that (1) such extension, renewal orreplacement Lien shall be limited to all or a part of the sameproperty, shares of stock or Debt that secured the Lien extended,renewed or replaced (plus improvements on such property) and (2)the Debt secured by such Lien at such time is not increased.

### Notwithstanding the restrictions contained in subsection (a) ofthis Section, the Company and its Restricted Subsidiaries, or anyof them, may incur, issue, assume or guarantee Debt secured byLiens without equally and ratably securing the Securities of eachSeries then Outstanding; provided that at the time of suchincurrence, issuance, assumption or guarantee, after giving effectthereto and to the retirement of any Debt which is concurrentlybeing retired, the aggregate amount of all outstanding Debt securedby Liens which could not have been incurred, issued, assumed orguaranteed by the Company or a Restricted Subsidiary withoutequally and ratably securing the Securities of each Series thenOutstanding except for the provisions of this subdivision (b),together with the aggregate amount of Attributable Debt incurredpursuant to subsection (b) of Section 10.03, does not at such timeexceed the greater of (i) $300,000,000 or (ii) 15% of ConsolidatedNet Tangible Assets of the Company.

### Notwithstanding the foregoing, any Lien securing the Securitiesgranted pursuant to this covenant shall be automatically andunconditionally released and discharged upon the release by allholders of the Debt secured by a Lien giving rise to the Liensecuring the Securities (including any deemed release upon paymentin full of all obligations under such Debt), or, with respect toany particular Principal Property or capital stock of anyparticular Restricted Subsidiary securing the Securities, upon anysale, exchange or transfer to any person not an Affiliate of theCompany of such Principal Property or Capital Stock.

## Restriction on Sale and LeasebackTransactions

.

### The Company will not itself, and it will not permit anyRestricted Subsidiary to, enter into any arrangement with any bank,insurance company or other lender or investor (not including theCompany or any Restricted Subsidiary) or to which any such lenderor investor is a party, providing for the leasing by the Company ora Restricted Subsidiary for a period, including renewals, in excessof three years of any Principal Property which has been or is to besold or transferred by the Company or any Restricted Subsidiary tosuch lender or investor or to any person to whom funds have been orare to be advanced by such lender or investor on the security ofsuch Principal Property (herein referred to as a “Sale andLeaseback Transaction”) unless either:

#### the Company or such Restricted Subsidiary would, at the time ofentering into such arrangement, be entitled, without equally andratably securing the Securities of each Series then Outstanding, toincur Debt secured by a Lien on such property, pursuant toparagraphs (i) to (xiii), inclusive, of Section 10.02; or

#### the Company within 360 days after the sale or transfer shallhave been made by the Company or by a Restricted Subsidiary,applies an amount not less than the net proceeds of the sale of thePrincipal Property sold and leased back pursuant to sucharrangement to (x) the retirement of Funded Debt of the Company;provided that the amount to be applied to the retirement ofFunded Debt of the Company shall be reduced by (1) the principalamount of any Securities delivered within 360 days after such saleto the Trustee for retirement and cancellation, and (2) theprincipal amount of Funded Debt, other than Securities, voluntarilyretired by the Company within 360 days after such sale or(y) the purchase, construction or development of otherproperty, facilities or equipment used or useful in theCompany’s or its Restricted Subsidiaries’business.  Notwithstanding the foregoing, no retirementreferred to in this clause (a)(ii) may be effected by payment atmaturity or pursuant to any mandatory sinking fund payment ormandatory prepayment provision.  This restriction will notapply to a Sale and Leaseback Transaction between the Company and aRestricted Subsidiary or between Restricted Subsidiaries orinvolving the taking back of a lease for a period of less thanthree years.

### Notwithstanding the restrictions contained in subsection (a) ofthis Section, the Company and its Restricted Subsidiaries, or anyof them, may enter into a Sale and Leaseback Transaction;provided that at the time of such transaction, after givingeffect thereto and to the retirement of any Funded Debt which isconcurrently being retired, the aggregate amount of allAttributable Debt in respect of Sale and Leaseback Transactionsexisting at such time which could not have been entered into exceptfor the provisions of this subsection (b), together with theaggregate amount of all outstanding Debt incurred pursuant tosubsection (b) of Section 10.02, does not at such time exceed thegreater of (i) $300,000,000 or (ii) 15% of Consolidated NetTangible Assets of the Company.

### A Sale and Leaseback Transaction shall not be deemed to resultin the creation of a Lien.

## Compliance Certificate

.

### The Company shall deliver to the Trustee, within 120 days afterthe end of each fiscal year, an Officers’ Certificate statingthat a review of the activities of the Company and its Subsidiariesduring the preceding fiscal year has been made under thesupervision of the signing Officers with a view to determiningwhether each has kept, observed, performed and fulfilled itsobligations under this Indenture, and further stating, as to eachsuch Officer signing such certificate, that to his or her knowledgeeach entity has kept, observed, performed and fulfilled each andevery covenant contained in this Indenture and is not in default inthe performance or observance of any of the terms, provisions andconditions of this Indenture (or, if an Event of Default shall haveoccurred, describing all such Defaults or Events of Default ofwhich he or she may have knowledge and what action each is takingor proposes to take with respect thereto) and that to his or herknowledge no event has occurred and remains in existence by reasonsof which payments on account of the principal of or interest, ifany, on the Securities of any series is prohibited or if such eventhas occurred, a description of the event and what action each istaking or proposes to take with respect thereto.

### The Company shall deliver to the Trustee, forthwith upon anyOfficer becoming aware of any Event of Default, an Officers’Certificate specifying such Event of Default and what action theCompany is taking or proposes to take with respect thereto.

## Stay,Extension and Usury Laws

.

The Company covenants (tothe extent that it may lawfully do so) that it will not at any timeinsist upon, plead, or in any manner whatsoever claim or take thebenefit or advantage of, any stay, extension or usury law whereverenacted, now or at any time hereafter in force, which may affectthe covenants or the performance of this Indenture or theSecurities; and the Company (to the extent it may lawfully do so)hereby expressly waives all benefit or advantage of any such lawand covenants that it will not, by resort to any such law, hinder,delay or impede the execution of any power herein granted to theTrustee, but will suffer and permit the execution of every suchpower as though no such law has been enacted.

## CorporateExistence

.

Except as permitted inArticle VIII, the Company will do or cause to be done all thingsnecessary to preserve and keep in full force and effect itsexistence, rights and franchises; provided, however,that the Company shall not be required to preserve any right orfranchise if it determines that their preservation is no longerdesirable in the conduct of business.

## Taxes

.

The Company shall, andshall cause each of its Significant Subsidiaries to, pay prior todelinquency all material taxes, assessments and governmentallevies, except as contested in good faith and by appropriateproceedings.

## Calculation of Original IssueDiscount

.

The Company shall provideto the Trustee on a timely basis such information as the Trusteerequires to enable the Trustee to prepare and file any formrequired to be submitted by the Company with the Internal RevenueService and the Holders relating to original issue discount,including, without limitation, form 1099-OID or any successorform.

# REDEMPTION

## Notice toTrustee

.  The Company may,with respect to any Series of Securities, reserve the right toredeem and pay the Series of Securities or may covenant to redeemand pay the Series of Securities or any part thereof prior to theStated Maturity thereof at such time and on such terms as providedfor in such Securities.  If a Series of Securities isredeemable and the Company wants or is obligated to redeem prior tothe Stated Maturity thereof all or part of the Series of Securitiespursuant to the terms of such Securities, it shall notify theTrustee of the redemption date and the principal amount of Seriesof Securities to be redeemed.  The Company shall give thenotice at least 10 days before the redemption date (or suchshorter notice as may be acceptable to the Trustee).

## Selectionof Securities to be Redeemed

.  Unless otherwiseindicated for a particular Series by a Board Resolution, asupplemental indenture or an Officers’ Certificate, if lessthan all the Securities of a Series are to be redeemed, the Trusteeshall select the Securities of the Series to be redeemed in anymanner that the Trustee deems appropriate.  The Trustee shallmake the selection (which may be pro rata, by lot or other mannerdeemed by the Trustee to be appropriate) from Securities of theSeries outstanding not previously called for redemption. Provisions of this Indenture that apply to Securities of a Seriescalled for redemption also apply to portions of Securities of thatSeries called for redemption.

## Notice ofRedemption

.  Unless otherwiseindicated for a particular Series by Board Resolution, asupplemental indenture hereto or an Officers’ Certificate, atleast 10 days but not more than 60 days before aredemption date, the Company shall mail a notice of redemption byfirst-class mail to each Holder whose Securities are to beredeemed.

The notice shall identifythe Securities of the Series to be redeemed and shallstate:

the redemption date;

the redemption price;

the name and address of the Paying Agent;

that Securities of the Series called for redemption must besurrendered to the Paying Agent to collect the redemptionprice;

that, unless the Company defaults in making such redemptionpayment, interest on Securities of the Series called for redemptionceases to accrue on and after the redemption date;

the CUSIP number, if any; and

any other information as may be required by the terms of theparticular Series or the Securities of a Series being redeemed.

At a Company Request, theTrustee shall give the notice of redemption in the Company’sname and at its expense.

## Effect ofNotice of Redemption

.  Once notice ofredemption is mailed as provided in Section11.03, Securities of aSeries called for redemption become due and payable on theredemption date and at the redemption price.  A notice ofredemption may not be conditional.  Upon surrender to thePaying Agent, such Securities shall be paid at the redemption priceplus accrued interest to the redemption date.

## Deposit ofRedemption Price

.  On or before theredemption date, the Company shall deposit with the Paying Agentimmediately available funds sufficient to pay the redemption priceof and accrued interest, if any, on all Securities to be redeemedon that date.  Such funds shall not be eligible forinvestment.

## SecuritiesRedeemed in Part

.  Upon surrender ofa Security that is redeemed in part, the Trustee shall authenticatefor the Holder a new Security of the same Series and the samematurity equal in principal amount to the unredeemed portion of theSecurity surrendered.

[Signaturepages follow]

IN WITNESS WHEREOF, theparties hereto have caused this Indenture to be only executed allas of the day and year first above written.

THE CLOROXCOMPANY

By:   /s/Peter D.Bewley                                                               Name: Peter D.Bewley                                                        Title: Senior VicePresident - GeneralCounsel               

THE BANK OF NEW YORK TRUSTCOMPANY, N.A., as Trustee

By:   /s/Sandee’Parks                                                                              Name: Sandee’Parks                                                            Title:  VicePresident                                                    

EXHIBITA

FORM OF CERTIFICATE TO BEDELIVEREDIN CONNECTION WITH TRANSFERS TONON-QIB INSTITUTIONAL ACCREDITED INVESTORS

THE CLOROXCOMPANY

THE BANK OF NEW YORK TRUSTCOMPANY, N.A.700 South Flower St.Suite 500Los Angeles, California  90017-4104

Attention:  CorporateTrust Administration

Ladies andGentlemen:

In connection with ourproposed purchase of [Title of Securities] (the“Securities”) of The Clorox Company (the“Company”), we confirm that:

1.        We are an institutional “accredited investor” (asdefined in Rule 501(a)(1), (2), (3) or (7) under the SecuritiesAct) and have such knowledge and experience in financial andbusiness matters as to be capable of evaluating the merits andrisks of our investment in the Securities, and we and any accountsfor which we are acting are each able to bear the economic risk ofour or their investment, as the case may be.

2.        We are acquiring the Securities purchased by us for our account orfor one or more accounts (each of which is an institutional“accredited investor”) as to each of which we exercisesole investment discretion.

3.        We understand that any subsequent transfer of the Securities issubject to certain restrictions and conditions set forth in theIndenture relating to the Securities and the undersigned agrees tobe bound by, and not to resell, pledge or otherwise transfer theSecurities except in compliance with, such restrictions andconditions and the Securities Act of 1933 (the “SecuritiesAct”).

4.        We understand that the Securities have not been registered underthe Securities Act, and that the Securities may not be sold exceptas permitted in the following sentence.  We agree, on our ownbehalf and on behalf of any accounts for which we are acting ashereinafter stated, that if we should sell or otherwise transferany Securities prior to the date which is two years after theoriginal issuance of the Securities, we will do so only (i) to theCompany or any of its subsidiaries, (ii) inside the United Statesin accordance with Rule 144A under the Securities Act to a“qualified institutional buyer” (as defined in Rule144A under the Securities Act), (iii) inside the United States toan institutional “accredited investor” (as defined inRule 501(a)(1), (2), (3) or (7) under the Securities Act) that,prior to such transfer, furnished (or has furnished on its behalfby a U.S. broker/dealer) to the Trustee (as defined in theIndenture relating to the Securities), a signed letter containingcertain representations and agreements relating to the restrictionson transfer of the Securities (the form of which letter can beobtained from the Trustee), (iv) outside the United States inaccordance with Rule 904 of Regulation S under the Securities Act,(v) pursuant to the exemption from registration provided by Rule144 under the Securities Act (if available), or (vi) pursuant to aneffective registration statement under the Securities Act, and wefurther agree to provide to any person purchasing any of theSecurities from us a notice advising such purchaser that resales ofthe Securities are restricted as stated herein.

5.        We are not acquiring the Securities for or on behalf of, and willnot transfer the Securities to, any pension or welfare plan (asdefined in Section 3 of the Employee Retirement Income Security Actof 1974), except as permitted in the section entitled “Noticeto Investors” of the Offering Memorandum.

6.        We understand that, on any proposed resale of any Securities, wewill be required to furnish to the Trustee and the Company suchcertification, legal opinions and other information as the Trusteeand the Company may reasonably require to confirm that the proposedsale complies with the foregoing restrictions.  We furtherunderstand that the Securities purchased by us will bear a legendto the foregoing effect.

The Company and theTrustee are entitled to rely upon this letter and are irrevocablyauthorized to produce this letter or a copy to any interested partyin any administrative or legal proceeding or official inquiry withrespect to the matters covered hereby.

THIS LETTER SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THESTATE OF NEW YORK.

                                                                                   (Name of Purchaser)

By:                                                                                         Name:          Title:         Address:

Date:                                                                          

Upon transfer, theSecurities should be registered in the name of the new beneficialowner as follows:

Name:                                                            

Address:                                                         

Taxpayer ID Number:                                     

EXHIBITB

FORM OF CERTIFICATE TO BEDELIVEREDIN CONNECTION WITH TRANSFERSPURSUANT TO REGULATION S

THE CLOROXCOMPANY

THE BANK OF NEW YORK TRUSTCOMPANY, N.A.700 South Flower St.Suite 500Los Angeles, California  90017-4104

Attention:  CorporateTrust

Ladies andGentlemen:

In connection with ourproposed sale of $________ aggregate principal amount of [Title ofSecurity] (the “Securities”) of The Clorox Company (the“Company”), we confirm that such sale has been effectedpursuant to and in accordance with Regulation S under theSecurities Act of 1933 and, accordingly, we representthat:

(1)        theoffer of the Securities was not made to a U.S. Person;

(2)       either (a) at the time the buy order was originated, the transfereewas outside the United States or we and any person acting on ourbehalf reasonably believed that the transferee was outside theUnited States or (b) the transaction was executed in, on or throughthe facilities of a designated off-shore securities market andneither we nor any person acting on our behalf knows that thetransaction has been prearranged with a buyer in the UnitedStates;

(3)        nodirected selling efforts have been made in the United States incontravention of the requirements of Rule 903(b) or Rule 904(b) ofRegulation S, as applicable; and

(4)        thetransaction is not part of a plan or scheme to evade theregistration requirements of the U.S. Securities Act of1933.

In addition, if the saleis made during a restricted period and the provisions of Rule903(c)(3) or Rule 904(c)(1) of Regulation S are applicable thereto,we confirm that such sale has been made in accordance with theapplicable provisions of Rule 903(c)(3) or Rule 904(c)(1), as thecase may be.

You and the Company areentitled to rely upon this letter and are irrevocably authorized toproduce this letter or a copy hereof to any interested party in anyadministrative or legal proceedings or official inquiry withrespect to the matters covered hereby.  Terms used in thiscertificate have the meanings set forth in RegulationS. 

                                                                                   (Name of Transferor)

By:                                                                                         Name:          Title:         Address:

Date:                                                                          

Upon transfer, theSecurities should be registered in the name of the new beneficialowner as follows:

Name:                                                            

Address:                                                         

Taxpayer ID Number:                                     

          Or other currency.  Insert corresponding provisions on reverseside of Security in respect of foreign currency denomination orinterest payment requirement.

          Or other currency.  Insert corresponding provisions on reverseside of Security in respect of foreign currency denomination orinterest payment requirement.

          If floating rate, provide details on reverse of security.

          Or other currency.  Insert corresponding provisions on reverseside of Security in respect of foreign currency denomination orinterest payment requirement.

          Or other currency.  Insert corresponding provisions on reverseside of Security in respect of foreign currency denomination orinterest payment requirement.

          If floating rate, provide details on reverse of security.