##### **EXHIBIT10-4**

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**THECLOROX COMPANY**

**1996STOCK INCENTIVE PLAN**

Amended andRestated Effective

as ofSeptember 15, 2004

1. *Purposes of thePlan.* The purposes of this Stock Incentive Plan are to attractand retain the best available personnel for positions ofsubstantial responsibility, to provide additional incentive toEmployees and Consultants of the Company and its Subsidiaries andto promote the success of the Company’s business. Definitionsof capitalized terms used in the Plan are contained in the attachedGlossary which is an integral part of the Plan.

2. *Stock Subject to thePlan.*

(a) Subject to theprovisions of Section 9, below, the maximum aggregate number ofShares which may be issued pursuant to Awards shall be 25.5 millionShares. Notwithstanding the foregoing, (i) no more than twentypercent (20%) of the total number of Shares available for grantunder the Plan may be issued as Restricted Stock, SARs, DividendEquivalent Rights, Performance Shares or Performance Units and (ii)any Shares issued pursuant to awards under the Company’sExecutive Incentive Compensation Plan granted after the date of theBoard’s adoption of the Plan shall reduce on a Share forShare basis the number of Shares otherwise available under thePlan. The Shares to be issued pursuant to Awards may be authorized,but unissued, or reacquired Common Stock.

(b) If an Award expires orbecomes unexercisable without having been exercised in full, or issurrendered pursuant to an Award exchange program, or if anyunissued Shares are retained by the Company upon exercise of anAward in order to satisfy the exercise price for such Award or anywithholding taxes due with respect to such Award, such unissued orretained Shares shall become available for future grant or saleunder the Plan (unless the Plan has terminated). Shares thatactually have been issued under the Plan pursuant to an Award shallnot be returned to the Plan and shall not become available forfuture distribution under the Plan, except that if unvested Sharesare forfeited, or repurchased by the Company at their originalpurchase price, such Shares shall become available for future grantunder the Plan.

3. *Administration ofthe Plan.*

(a) *PlanAdministrator.*
|  | *(i) Administration withRespect to Employees who are Directors andOfficers.*With respect to grants of Awardsto Employees who are also Officers or Directors of the Company, thePlan shall be administered by (A) the Board or (B) a Committeedesignated by the Board, which Committee shall be constituted insuch a manner as to satisfy Applicable Laws and to permit suchgrants and related transactions under the Plan to be exempt fromSection 16(b) of the Exchange Act in accordance with Rule 16b-3.Once appointed, such Committee shall continue to serve in itsdesignated capacity until otherwise directed by theBoard. |
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|  | *(ii) Administrationwith Respect to Other Employees and Consultants.*With respect to grants of Awards to Employees andConsultants who are neither Directors nor Officers of the Company,the Plan shall be administered by (A) the Board or (B) a Committeedesignated by the Board, which Committee shall be constituted insuch a manner as to satisfy the Applicable Laws.                                                                                                                                                                                                                                                        |
|  | *(iii) Administrationwith Respect to Covered Employees.*Notwithstanding the foregoing, grants of Awards to any CoveredEmployee intended to qualify as Performance-Based Compensationshall be made only by a Committee (or subcommittee of a Committee)which is composed solely of two or more Directors eligible underthe Code to serve on a committee making Awards qualifying asPerformance-Based Compensation.                                                                                                                                                                                                                 |

  (b) *Powers ofthe Administrator.* Subject to Applicable Laws and theprovisions of the Plan (including any other powers given to theAdministrator hereunder), and except as otherwise provided by theBoard, the Administrator shall have the authority, in itsdiscretion:
|  | *(i)*to select the Employees and Consultants to whom Awards mayfrom time to time be granted hereunder;                                                                                                                                                                                                                                                 |
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|  | *(ii)*to determine whether and to what extent Awards are grantedhereunder;                                                                                                                                                                                                                                                                             |
|  | *(iii)*to determine the number of Shares to be covered by eachAward granted hereunder;                                                                                                                                                                                                                                                                 |
|  | *(iv)*to approve forms of Award Agreement for use under thePlan;                                                                                                                                                                                                                                                                                       |
|  | *(v)*to determine the terms and conditions of any Award grantedhereunder;                                                                                                                                                                                                                                                                              |
|  | *(vi)*to amend the terms of any outstanding Award granted underthe Plan, provided that no such amendment shall reduce the exerciseprice of outstanding Options, and provided further, that anyamendment that would adversely affect the Grantee’s rightsunder an outstanding Award shall not be made without theGrantee’s written consent; |
|  | *(vii)*to construe and interpret the terms of the Plan and Awardsgranted pursuant to the Plan; and                                                                                                                                                                                                                                                     |
|  | *(viii)*to take such other action, not inconsistent with the termsof the Plan, as the Administrator deems appropriate.                                                                                                                                                                                                                                 |

(c) *Effect ofAdministrator’s Decision.* All decisions, determinationsand interpretations of the Administrator shall be final and bindingon the Grantees and any other holders of Awards intended by theAdministrator to be affected thereby.

4. *Eligibility.*Awards other than Incentive Stock Options may be granted toEmployees and Consultants. Incentive Stock Options may be grantedonly to Employees. An Employee or Consultant who has been grantedan Award may, if otherwise eligible, be granted additional Awards.Awards may be granted to such Employees and Consultants of theCompany and its subsidiaries who are residing in foreignjurisdictions as the Administrator in its sole discretion maydetermine from time to time. The Administrator may establishadditional terms, conditions, rules or procedures to accommodatethe rules or laws of applicable foreign jurisdictions and to affordGrantees favorable treatment under such laws; provided, however,that no Award shall be granted under any such additional terms,conditions, rules or procedures with terms or conditions which areinconsistent with the provisions of the Plan.

5. *Terms and Conditionsof Awards.*

(a) *Type of Awards.*The Administrator is authorized under the Plan to award any type ofarrangement to an Employee or Consultant that is not inconsistentwith the provisions of the Plan and that by its terms involves ormight involve the issuance of (i) Shares, (ii) an Option, a SAR orsimilar right with an exercise or conversion privilege at a fixedor variable price related to the Common Stock and/or the passage oftime, the occurrence of one or more events, or the satisfaction ofperformance criteria or other conditions, or (iii) any othersecurity with the value derived from the value of the Common Stock.Such awards include, without limitation, Options, SARs, sales orbonuses of Restricted Stock, Dividend Equivalent Rights,Performance Units or Performance Shares, and an Award may consistof one such security or benefit, or two or more of them in anycombination or alternative.

(b) *Designation ofAward.* Each Award shall be designated in the Award Agreement.In the case of an Option, the Option shall be designated as eitheran Incentive Stock Option or a Non-Qualified Stock Option. However,notwithstanding such designation, to the extent that the aggregateFair Market Value of Shares subject to Options designated asIncentive Stock Options which become exercisable for the first timeby a Grantee during any calendar year (under all plans of theCompany or any Parent or Subsidiary) exceeds $100,000, such excessOptions, to the extent of the Shares covered thereby in excess ofthe foregoing limitation, shall be treated as Non-Qualified StockOptions. For this purpose, Incentive Stock Options shall be takeninto account in the order in which they were granted, and the FairMarket Value of the Shares shall be determined as of the date theOption with respect to such Shares is granted.

(c) *Conditions ofAward.* Subject to the terms of the Plan, the Administratorshall determine the provisions, terms, and conditions of each Awardincluding, but not limited to, the Award vesting schedule,repurchase provisions, rights of first refusal, forfeitureprovisions, form of payment (cash, Shares, or other consideration)upon settlement of the Award, and payment contingencies. In thecase of an Award (other than an Option or SAR) intended to qualifyas Performance-Based Compensation, the grant, exercise and/orsettlement of such Award shall be contingent upon achievement ofpre-established performance goals, which shall consist of one ormore of the following performance criteria: total shareholderreturn, stock price, cash value added, economic value added,operating margin, asset turnover, sales growth, asset growth,return on investment, earnings per share, return on equity, returnon assets, return on capital, operating cash flow, cost of capital,net income, customer satisfaction, employee satisfaction, andpersonal management objectives. Performance goals shall beobjective and shall otherwise meet the requirements of Code Section162(m) and the regulations thereunder. Performance goals may differfor Awards granted to any one Grantee or to different Grantees.Achievement of performance goals in respect of Awards intended toqualify as Performance-Based Compensation shall be measured over aperformance period specified in the Award of up to ten years, andthe goals shall be established not later than 90 days after thebeginning of the performance period applicable to the Award, or atsuch other date as may be required or permitted forPerformance-Based Compensation. The Award may provide that partialachievement of the performance goal will result in a payment orvesting corresponding to the degree of achievement as specified inthe Award. The Administrator may, in its discretion, reduce theamount of a settlement otherwise to be made in connection with anAward intended to qualify as Performance-Based Compensation, butmay not exercise discretion to increase the award.

(d) *Deferral of AwardPayment.* The Administrator may establish one or more programsunder the Plan to permit selected Grantees the opportunity to electto defer receipt of consideration upon exercise of an Award,satisfaction of performance criteria, or other event that absentthe election would entitle the Grantee to payment or receipt ofShares or other consideration under an Award. The Administrator mayestablish the election procedures, the timing of such elections,the mechanisms for payments of, and accrual of interest or otherearnings, if any, on amounts or Shares so deferred, and such otherterms, conditions, rules and procedures that the Administratordeems advisable for the administration of any such deferralprogram.

(e) *Award ExchangeProgram.* The Administrator may establish one or more programsunder the Plan to permit selected Grantees to exchange an Awardunder the Plan for one or more other types of Awards under the Planon such terms and conditions as established by the Administratorfrom time to time. In no event may an Award exchange program havethe effect of reducing the exercise price of an outstandingOption.

(f) *Term of Award.*The term of each Award shall be the term stated in the AwardAgreement, provided, however, that the term of an Award shall be nomore than ten (10) years from the date of grant thereof. However,in the case of an Incentive Stock Option granted to a Grantee who,at the time the Option is granted, owns stock representing morethan ten percent (10%) of the voting power of all classes of stockof the Company or any Parent or Subsidiary, the term of theIncentive Stock Option shall be five (5) years from the date ofgrant thereof or such shorter term as may be provided in the AwardAgreement.

(g) *Individual Option,SAR Limit.* The maximum aggregate number of Shares with respectto which Options and SARs may be granted to any Employee in anyfiscal year of the Company shall be two million (2,000,000) Shares.The foregoing limitation shall be adjusted proportionately inconnection with any change in the Company’s capitalizationpursuant to Section 9, below. This Section 5(g) is intended tocomply with the requirements for the award of Performance-BasedCompensation applicable to stock options and stock appreciationrights and shall be construed in accordance with the requirementsof Section 162(m) of the Code and the regulationsthereunder.

(h) *IndividualPerformance-Based Compensation Limit for Awards other than Optionsand SARs.* The maximum value of any Award (other than an Optionor SAR) granted to any Employee in any fiscal year of the Companyand intended to qualify as Performance-Based Compensation shall betwo million dollars ($2,000,000), calculated based upon the valueof the Award assuming the performance goal was met on the date ofthe grant of the Award. This Section 5(h) is intended to complywith the requirements for the award of Performance-BasedCompensation applicable to awards other than stock options andstock appreciation rights and shall be construed in accordance withthe requirements of Section 162(m) of the Code and the regulationsthereunder.

(i) *Transferability ofAwards.* Incentive Stock Options may not be sold, pledged,assigned, hypothecated, transferred, or disposed of in any mannerother than by will or by the laws of descent or distribution andmay be exercised, during the lifetime of the Grantee, only by theGrantee. Other Awards shall be transferable to the extent providedin the Award Agreement.

(j) *Time of GrantingAwards.* The date of grant of an Award shall for all purposes bethe date on which the Administrator makes the determination togrant such Award, or such other date as is determined by theAdministrator. Notice of the grant determination shall be given toeach Employee to whom an Award is so granted within a reasonabletime after the date of such grant.

6. *Award Exercise orPurchase Price, Consideration, and Taxes.*

(a) *Exercise ofPurchase Price.* The exercise or purchase price, if any, for anAward shall be as follows:
|  | *(i)*In the case of an Incentive Stock Option:                                                                                                                                                                                                                                                                                                                            |
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|  | (A) granted to an Employeewho, at the time of the grant of such Incentive Stock Option ownsstock representing more than ten percent (10%) of the voting powerof all classes of stock of the Company or any Parent or Subsidiary,the per Share exercise price shall be not less than one hundred tenpercent (110%) of the Fair Market Value per Share on the date ofgrant. |
|  | (B) granted to anyEmployee other than an Employee described in the preceding clause,the per Share exercise price shall be not less than one hundredpercent (100%) of the Fair Market Value per Share on the date ofgrant.                                                                                                                                                 |
|  | *(ii)*In the case of a Non-Qualified Stock Option, the per Shareexercise price shall be not less than one hundred percent (100%) ofthe Fair Market Value per Share on the date of grant unlessotherwise determined by the Administrator, but in no event lessthan eighty-five percent (85%) of the Fair Market Value per Shareon the date of grant.                       |
|  | *(iii)*In the case of any other Award, including RestrictedStock, such price, if any, as determined by theAdministrator.                                                                                                                                                                                                                                                  |

(b) *Consideration.*Subject to Applicable Laws, the consideration to be paid for theShares to be issued upon exercise or purchase of an Award includingthe method of payment, shall be determined by the Administrator(and, in the case of an Incentive Stock Option, shall be determinedat the time of grant). In addition to any other types ofconsideration the Administrator may determine, the Administrator isauthorized to accept as consideration for Shares under the Plan thefollowing:
|  | *(i)*cash;                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|  | *(ii)*check;                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  | *(iii)*delivery of Grantee’s promissory note with suchrecourse, interest, security, and redemption provisions as theAdministrator in its discretion determines asappropriate;                                                                                                                                                                                                                                                                                                    |
|  | *(iv)*surrender of Shares (including withholding of Sharesotherwise deliverable upon exercise of the Award) which have a FairMarket Value on the date of surrender equal to the aggregateexercise price of the Shares as to which said Award shall beexercised (but only to the extent that such exercise of the Awardwould not result in an accounting compensation charge with respectto the Shares used to pay the exercise price unless otherwisedetermined by the Administrator); |
|  | *(v)*delivery of a properly executed exercise notice togetherwith such other documentation as the Administrator and the broker,if applicable, shall require to effect an exercise of the Award anddelivery to the Company of the sale or loan proceeds required topay the exercise price and/or related withholding taxes;or                                                                                                                                                           |
|  | *(vi)*any combination of the foregoing methods ofpayment.                                                                                                                                                                                                                                                                                                                                                                                                                              |

(c) *Taxes.* NoShares shall be delivered under the Plan to any Grantee or otherperson until such Grantee or other person has made arrangementsacceptable to the Administrator for the satisfaction of federal,state, and local income and employment tax withholding obligations,including, without limitation, obligations incident to the receiptof Shares or the disqualifying disposition of Shares received onexercise of an Incentive Stock Option. Upon exercise of an Award,the Company shall withhold from Grantee an amount sufficient tosatisfy such tax obligations.

7. *Exercise ofAward.*

(a) *Procedure forExercise, Rights as a Stockholder.*
|  | *(i)*Any Award granted hereunder shall be exercisable at suchtimes and under such conditions as determined by the Administratorunder the terms of the Plan and specified in the Award Agreement;provided that no Award may be exercisable prior to six (6) monthsfrom the date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|  | *(ii)*An Award shall be deemed to be exercised when writtennotice of such exercise has been given to the Company in accordancewith the terms of the Award by the person entitled to exercise theAward and full payment for the Shares with respect to which theAward is exercised has been received by the Company. Until theissuance (as evidenced by the appropriate entry on the books of theCompany or of a duly authorized transfer agent of the Company) ofthe stock certificate evidencing such Shares, no right to vote orreceive dividends or any other rights as a stockholder shall existwith respect to Shares subject to an Award, notwithstanding theexercise of an Option or other Award. The Company shall issue (orcause to be issued) such stock certificate promptly upon exerciseof the Award. No adjustment will be made for a dividend or otherright for which the record date is prior to the date the stockcertificate is issued, except as provided in the Award Agreement orSection 9, below. |

(b) *Exercise of AwardFollowing Termination of Employment Relationship.*
|  | *(i)*An Award may not be exercised after the termination dateof such Award set forth in the Award Agreement and may be exercisedfollowing the termination of a Grantee’s Continuous Serviceonly to the extent provided in the Award Agreement.                                                                                                                                                                                                                             |
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|  | *(ii)*Where the Award Agreement permits a Grantee to exercise anAward following the termination of the Grantee’s ContinuousService for a specified period, the Award shall terminate to theextent not exercised on the last day of the specified period or thelast day of the original term of the Award whichever occursfirst.                                                                                                                                            |
|  | *(iii)*Any Award designated as an Incentive Stock Option to theextent not exercised within the time permitted by law for theexercise of Incentive Stock Options following the termination of aGrantee’s Continuous Service shall convert automatically to aNon-Qualified Stock Option and thereafter shall be exercisable assuch to the extent exercisable by its terms for the periodspecified in the Award Agreement.                                                    |
|  | *(iv)*Notwithstanding the foregoing, in the event of terminationof a Grantee’s Continuous Service after attaining agefifty-five (55) with ten (10) or more years of Vesting Service,unless otherwise provided in the Award Agreement, each outstandingAward held by such Grantee shall become fully vested andexercisable and be released from any restrictions on transfer andrepurchase or forfeiture rights for all of the Shares at the timerepresented by such Award. |

8. *Conditions UponIssuance of Shares.*

(a) Shares shall not beissued pursuant to the exercise of an Award unless the exercise ofsuch Award and the issuance and delivery of such Shares pursuantthereto shall comply with all Applicable Laws, and shall be furthersubject to the approval of counsel for the Company with respect tosuch compliance.

(b) As a condition to theexercise of an Award, the Company may require the person exercisingsuch Award to represent and warrant at the time of any suchexercise that the Shares are being purchased only for investmentand without any present intention to sell or distribute such Sharesif, in the opinion of counsel for the Company, such arepresentation is required by any Applicable Laws.

9. *Adjustments UponChanges in Capitalization.* Subject to any required action bythe stockholders of the Company, the number of Shares covered byeach outstanding Award, and the number of Shares which have beenauthorized for issuance under the Plan but as to which no Awardshave yet been granted or which have been returned to the Plan, aswell as the price per share of Common Stock covered by each suchoutstanding Award, shall be proportionately adjusted for anyincrease or decrease in the number of issued shares of Common Stockresulting from a stock split, reverse stock split, stock dividend,combination or reclassification of the Common Stock, or any othersimilar event resulting in an increase or decrease in the number ofissued shares of Common Stock. Such adjustment shall be made by theAdministrator, and its determination in that respect shall befinal, binding and conclusive. Except as expressly provided herein,no issuance by the Company of shares of stock of any class, orsecurities convertible into shares of stock of any class, shallaffect, and no adjustment by reason hereof shall be made withrespect to, the number or price of Shares subject to anAward.

10. *CorporateTransactions/ Changes of Control/ SubsidiaryDispositions.*

(a) *CorporateTransaction*. 

(i) In the event of aCorporate Transaction, each Award that was granted prior toSeptember 15, 2004, and is at the time outstanding under the Planautomatically shall become fully vested and exercisable and bereleased from any restrictions on transfer and repurchase orforfeiture rights, immediately prior to the specified effectivedate of such Corporate Transaction, for all of the Shares at thetime represented by such Award. Effective upon the consummation ofthe Corporate Transaction, all such outstanding Awards under thePlan shall terminate unless assumed by the successor company or itsParent.

(ii) In the event of aCorporate Transaction, with respect to Awards granted on or afterSeptember 15, 2004, other than Performance Shares and PerformanceUnits:

(A)  the portion ofeach such Award that is assumed by the successor company or itsParent shall automatically become fully vested and exercisable andbe released from any restrictions on transfer and any repurchase orforfeiture rights for all of the Shares at the time represented bysuch assumed portion of the Award, immediately upon termination ofthe Grantee’s Continuous Service if such Continuous Serviceis terminated involuntarily without Cause or terminated by theEmployee for “Good Reason” within twenty-four (24)months after the Corporate Transaction; and

(B)  the portion ofeach such Award that is not assumed by the successor company or itsParent, shall automatically become fully vested and exercisable andbe released from any restrictions on transfer and any repurchase orforfeiture rights for all of the Shares at the time represented bysuch portion of the Award, immediately prior to the specifiedeffective date of such Corporate Transaction, provided that theGrantee’s Continuous Service has not terminated prior to suchdate.  The portion of the Award that is not assumed shallterminate to the extent not exercised prior to the consummation ofsuch Corporate Transaction.

(iii) In the event of aCorporate Transaction, Performance Share and Performance UnitAwards granted on or after September 15, 2004 shall vest pro-rataimmediately prior to the specified effective date of the CorporateTransaction in the same proportion as the time since the beginningof the vesting period bears to the shortest time remaining in thevesting period until the Awards could otherwise completely vest.The level of vesting of the Award shall be based on the level ofperformance achieved as of the accelerated vesting date. The amountof the vested award may, therefore, be represented by the followingformula: Total Award number of shares times (number of full monthselapsed in shortest possible vesting period divided by number offull months in shortest possible vesting period) times percentperformance level achieved immediately prior to the specifiedeffective date of the Corporate Transaction.

  (b) Change ofControl

(i) In the event of aChange of Control (other than a Change of Control that also is aCorporate Transaction), each Award that was granted prior toSeptember 15, 2004, and is at the time outstanding under the Planautomatically shall become fully vested and exercisable and bereleased from any restrictions on transfer and repurchase orforfeiture rights, immediately prior to the specified effectivedate of such Change of Control, for all of the Shares at the timerepresented by such Award. Each such Award shall remain soexercisable until the expiration or sooner termination of theapplicable Award term.

(ii) With respect toAwards granted on or after September 15, 2004, other thanPerformance Shares and Performance Units, following a Change ofControl (other than a Change of Control that also is a CorporateTransaction) and upon the termination of the Continuous Service ofa Grantee if such Continuous Service is terminated involuntarilywithout Cause or terminated by the employee for Good Reason withintwenty-four (24) months after a Change of Control, each Award ofsuch Grantee which is at the time outstanding under the Planautomatically shall become fully vested and exercisable and bereleased from any repurchase or forfeiture rights, immediately uponthe termination of such Continuous Service.

(iii) Following a Changeof Control (other than a Change of Control that is also a CorporateTransaction) Performance Share and Performance Unit Awardsgranted  on or after September 15, 2004, shall vest pro-rataimmediately prior to the specified effective date of the Change ofControl  in the same proportion as the time since thebeginning of the vesting period bears to the shortest timeremaining in the vesting period until the Awards could otherwisecompletely vest. The level of vesting of the Award shall be basedon the level of performance achieved as of the accelerated vestingdate. The amount of the vested award may, therefore, be representedby the following formula: Total Award number of shares times(number of full months elapsed in shortest possible vesting perioddivided by number of full months in shortest possible vestingperiod) times percent performance level achieved immediately priorto the specified effective date of the Change ofControl.

(c) The Administratorshall have the authority, exercisable either in advance of anyactual or anticipated Subsidiary Disposition or at the time of anactual Subsidiary Disposition and either at the time of the grantof an Award or at any time while an Award remains outstanding, toprovide for the automatic full vesting and exercisability of one ormore outstanding unvested Awards under the Plan and the terminationof restrictions on transfer and repurchase or forfeiture rights onsuch Awards, in connection with a Subsidiary Disposition, but onlywith respect to those Grantees who are at the time engagedprimarily in Continuous Service with the subsidiary corporationinvolved in such Subsidiary Disposition. The Administrator alsoshall have the authority to condition any such Award vesting andexercisability or release from such limitations upon the subsequenttermination of the affected Grantee’s Continuous Service withthat subsidiary corporation within a specified period following theeffective date of the Subsidiary Disposition. The Administrator mayprovide that any Awards so vested or released from such limitationsin connection with a Subsidiary Disposition, shall remain fullyexercisable until the expiration or sooner termination of theAward.

(d) The portion of anyIncentive Stock Option accelerated under this Section 10 inconnection with a Corporate Transaction, Change of Control orSubsidiary Disposition shall remain exercisable as an IncentiveStock Option under the Code only to the extent the $100,000 dollarlimitation of Section 422(d) of the Code is not exceeded. To theextent such dollar limitation is exceeded, the accelerated excessportion of such Option shall be exercisable as a Non-QualifiedStock Option.

11. *Term of Plan.*The Plan shall become effective upon the earlier to occur of itsadoption by the Board or its approval by the stockholders of theCompany. It shall continue in effect for a term of ten (10) yearsunless sooner terminated.

12. *Amendment,Suspension or Termination of the Plan.*

(a) The Board may at anytime amend, suspend or terminate the Plan, provided that noamendment shall, without the approval of the stockholders of theCompany, (i) increase the number of Shares available for Awards ofRestricted Stock, SARs, Dividend Equivalent Rights, PerformanceShares or Performance Units above the number specified underSection 2 of the Plan, (ii) extend the term of Awards beyond ten(10) years from the date of grant, (iii) reduce the minimumexercise price for Options below the price provided under Section 6of the Plan, (iv) allow Awards to be exercisable prior to six (6)months from the date of grant or (v) extend the term of the Plan.To the extent necessary and desirable to comply with ApplicableLaws, the Company shall obtain stockholder approval of any Planamendment in such a manner and to such a degree asrequired.

(b) No Award may begranted during any suspension or after termination of thePlan.

(c) Any amendment,suspension or termination of the Plan shall not affect Awardsalready granted, and such Awards shall remain in full force andeffect as if the Plan had not been amended, suspended orterminated, unless mutually agreed otherwise between the Granteeand the Administrator, which agreement must be in writing andsigned by the Grantee and the Company.

13. *Amendment to PriorPlans.* No Awards shall be granted under the Company’s1977 Stock Option and Restricted Stock Plans and 1987 Long TermCompensation Program on or after stockholder approval of thePlan.

14. *Reservation ofShares.*

(a) The Company, duringthe term of the Plan, will at all times reserve and keep availablesuch number of Shares as shall be sufficient to satisfy therequirements of the Plan.

(b) The inability of theCompany to obtain authority from any regulatory body havingjurisdiction, which authority is deemed by the Company’scounsel to be necessary to the lawful issuance and sale of anyShares hereunder, shall relieve the Company of any liability inrespect of the failure to issue or sell such Shares as to whichsuch requisite authority shall not have been obtained.

15. *No Effect on Termsof Employment.* The Plan shall not confer upon any Grantee anyright with respect to continuation of employment or consultingrelationship with the Company, nor shall it interfere in any waywith his or her right or the Company’s right to terminate hisor her employment or consulting relationship at any time, with orwithout cause.

16. *StockholderApproval.* Continuance of the Plan with respect to the grant ofIncentive Stock Options and grants to Covered Employees shall besubject to approval by the stockholders of the Company withintwelve (12) months before or after the date the Plan is adopted,and such stockholder approval shall be a condition to the right ofa Covered Employee to receive Performance-Based Compensationhereunder. Such stockholder approval shall be obtained in thedegree and manner required under Applicable Laws.

**GLOSSARYOF DEFINED TERMS**

*Definitions.*As used inthe Plan, the following definitions shall apply:

*“Administrator”*means the Board or any of the Committees appointed toadminister the Plan.

*“Affiliate”*and *“Associate”* shall have the respectivemeanings ascribed to such terms in Rule 12b-2 promulgated under theExchange Act.

*“ApplicableLaws”*means the legal requirementsrelating to the administration of stock incentive plans, if any,under applicable provisions of federal securities laws, statecorporate and securities laws, the Code, and the rules of anyapplicable stock exchange or national market system.

*“Award”*means the grant of an Option, SAR, Dividend Equivalent Right,Restricted Stock, Performance Unit, Performance Share, or otherright or benefit under the Plan.

*“AwardAgreement”*means the writtenagreement evidencing the grant of an Award executed by the Companyand the Grantee, including any amendments thereto.

*“Board”*means the Board of Directors of the Company.

*“BusinessCombination”*means a reorganization,merger or consolidation or sale or other disposition of all orsubstantially all of the assets of the Company or the acquisitionof assets of another corporation or entity, in each case, unless,immediately following such Business Combination, (i) all orsubstantially all of the individuals and entities who were thebeneficial owners, respectively, of the outstanding Common Stockand outstanding Voting Securities immediately prior to suchBusiness Combination beneficially own, directly or indirectly, morethan fifty percent (50%) of, respectively, the then outstandingshares of common stock and the combined voting power of the thenoutstanding voting securities entitled to vote generally in theelection of directors, as the case may be, of the corporationresulting from such Business Combination (including, withoutlimitation, a corporation which as a result of such transactionowns the Company or all or substantially all of the Company’sassets either directly or through one or more subsidiaries) insubstantially the same proportions as their ownership, immediatelyprior to such Business Combination of the outstanding Common Stockand outstanding Voting Securities, as the case may be, (ii) noPerson (excluding any employee benefit plan (or related trust) ofthe Company or such corporation resulting from such BusinessCombination) beneficially owns, directly or indirectly, thirtypercent (30%) or more (or, in the case of Henkel, more than thepercentage limit of the Company’s issued common stock agreedto in paragraph 4(a) of the June 18, 1981 agreement between theCompany and Henkel, as amended), of the then outstanding shares ofcommon stock of the corporation resulting from such BusinessCombination or the combined voting power of the then outstandingvoting securities of such corporation except to the extent thatsuch ownership existed prior to the Business Combination and (iii)at least a majority of the members of the board of directors of thecorporation resulting from such Business Combination were membersof the Incumbent Board at the time of the execution of the initialagreement, or of the action of the Board, providing for suchBusiness Combination.

*“Cause”*means, with respect to the involuntarytermination of the Grantee’s Continuous Service, that suchtermination is for “Cause” as such term is expresslydefined in a then-effective written agreement between the Granteeand the Company, any Parent or Subsidiary of the Company or anysuccessor entity, or in the absence of such then-effective writtenagreement and definition, is based on, in the determination of theAdministrator, that:  (i) the Granteewillfully neglects significant duties he or she is required toperform or willfully violates a material policy of theCompany, any Parent or Subsidiary of the Company or any successorentity, and, after being warned in writing,continues to neglect such duties or continues to violate thespecified policy;(ii) the Granteecommits a material act of dishonesty, fraud, misrepresentation orother act of moral turpitude; (iii) the Grantee exhibits grossnegligence in the course of employment; or (iv) the Grantee failsto obey a lawful direction of the Board.

*“Change ofControl”*means a change in ownershipor control of the Company effected through either of the followingtransactions:

The acquisition by anyPerson of beneficial ownership (within the meaning of Rule 13(d)(3)promulgated under the Exchange Act) of thirty percent (30%) or more(or, in the case of Henkel, more than the percentage limit of theCompany’s issued common stock agreed to in paragraph 4(a) ofthe June 18, 1981 agreement between the Company and Henkel, asamended) of either (A) the then outstanding shares of Common Stockor (B) the combined voting power of the then outstanding VotingSecurities; provided, however, that for purposes of this paragraph,the following acquisitions shall not constitute a Change ofControl: (W) any acquisition directly from the Company, (X) anyacquisition by the Company, including any acquisition which, byreducing the number of shares outstanding, is the sole cause forincreasing the percentage of shares beneficially owned by any suchPerson or by Henkel to more than the applicable percentage setforth above, (Y) any acquisition by any employee benefit plan (orrelated trust) sponsored or maintained by the Company or anycorporation controlled by the Company or (Z) any acquisitionpursuant to a Business Combination which complies with clauses (i),(ii) and (iii) of the definition of “BusinessCombination” above; or Directors constituting the IncumbentBoard cease for any reason to constitute at least a majority of theDirectors.

* “Code”*means the InternalRevenue Code of 1986, as amended.

*“Committee”*means any committee appointed by the Board to administer thePlan.

*“CommonStock”*means the common stock of theCompany, as adjusted in accordance with the provisions of Section9.

*“Company”*means The Clorox Company.

*“Consultant”*means any person (other than an Employee) who is engaged by theCompany or any Parent or Subsidiary of the Company to renderconsulting or advisory services to the Company or such Parent orSubsidiary.

*“ContinuousService”*means that the provision ofservices to the Company, any Parent, or Subsidiary, in any capacityof Employee or Consultant is not interrupted or terminated.Continuous Service shall not be considered interrupted in the caseof (i) any leave of absence approved by the Company or (ii)transfers between locations of the Company or between the Company,its Parent, any Subsidiary, or any successor. A leave of absenceapproved by the Company shall include sick leave, military leave,or any other personal leave approved by an authorizedrepresentative of the Company. For purposes of Incentive StockOptions, no such leave may exceed ninety (90) days, unlessreemployment upon expiration of such leave is guaranteed by statuteor contract.

*“CorporateTransaction”*means any of thefollowing stockholder-approved transactions to which the Company isa party:
|  | a Business Combination,or                            |
|--|------------------------------------------------------|
|  | a complete liquidation ordissolution of the Company. |

*“CoveredEmployee”*means an Employee who is a“covered employee” under Section 162(m)(3) of the Codeat the time of an Award under the Plan.

*“Director”*means a member of the Board.

*“Disability”*means disability as defined in subsection 4.1(a) of The CloroxCompany Disability Plan for twelve (12) consecutivemonths.

*“DividendEquivalent Right”*means a rightentitling the Grantee to compensation measured by dividends paidwith respect to Common Stock.

*“Employee”*means any person, including Officers and Directors, employed bythe Company or any Parent or Subsidiary of the Company. The paymentof a director’s fee by the Company shall not be sufficient toconstitute “employment” by the Company.

*“ExchangeAct”*means the Securities ExchangeAct of 1934, as amended.

*“Fair MarketValue”*means, as of any date, thevalue of Common Stock determined as follows:
|  | Where there exists apublic market for the Common Stock, the Fair Market Value shall be(A) the closing sales price for a Share for the last market tradingday prior to the time of the determination (or, if no sales werereported on that date, on the last trading date on which sales werereported) on the New York Stock Exchange, the NASDAQ NationalMarket or the principal securities exchange on which the CommonStock is listed for trading, whichever is applicable or (B) if theCommon Stock is not |
|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | traded on any suchexchange or national market system, the average of the closing bidand asked prices of a Share on the NASDAQ Small Cap Market, in eachcase, as reported in The Wall Street Journal or such other sourceas the Administrator deems reliable; or                                                                                                                                                                                                                                               |
|  | In the absence of anestablished market of the type described above, for the CommonStock, the Fair Market Value thereof shall be determined by theAdministrator in good faith, and such determination shall beconclusive and binding on all persons.                                                                                                                                                                                                                                                           |

*“GoodReason”*meansaction (i) by the Company that results in a reductionin Employee’s compensation or benefits, except a reductiongenerally applicable to similarly situated employees, a relocationof more than 50 miles in the site of Employee’s employment ora significant diminution in the Employee’s position,authority, duties or responsibilities, excluding for this purposean isolated, insubstantial and inadvertent action not taken in badfaith and which is remedied by the Company promptly after receiptof notice thereof given by the Employee, or (ii) as defined in anapplicable Change of Control Employment Agreement;

* “Grantee”*means an Employeewho receives an Award under the Plan.

*“Henkel”*means Henkel KGaA and any person controlled by HenkelKGaA.

*“Incentive StockOption”*means an Option intended toqualify as an incentive stock option within the meaning of Section422 of the Code.

*“IncumbentBoard”*means Directors who (i) areDirectors as of the date of Board adoption of the Plan, (ii) wereelected or nominated for election as Directors by at least amajority of the Directors described in clause (i) who were still inoffice at the time such election or nomination was approved by theBoard, or (iii) have been nominated as a representative of HenkelKGaA pursuant to the agreement between Henkel KGaA and the Companydated July 16, 1986; provided that a person shall not be deemed anIncumbent Board member if his or her initial assumption of officeas a Director was the result of an actual or threatened electioncontest with respect to the election or removal of Directors, orother actual or threatened solicitation of proxies or stockholderconsents, by or on behalf of a Person other than theBoard.

*“Non-QualifiedStock Option”*means an Option notintended to qualify as an Incentive Stock Option.

*“Officer”*means a person who is an officer of the Company within themeaning of Section 16 of the Exchange Act and the rules andregulations promulgated thereunder.

*“Option”*means a stock option granted pursuant to the Plan.

*“Parent”*means a “parent corporation,” whether now orhereafter existing, as defined in Section 424(e) of theCode.

*“Performance-BasedCompensation”*means compensationqualifying as “performance-based compensation” underSection 162(m) of the Code.

*“PerformanceShares”*means Shares or an Awarddenominated in Shares which may be earned in whole or in part uponattainment of performance criteria established by the Administratorand which may be settled for cash, securities, or a combination ofcash and securities as determined by the Administrator.

*“PerformanceUnits”*means awards which may beearned in whole or in part upon attainment of performance criteriaestablished by the Administrator and which may be settled for cash,securities or a combination of cash and securities as determined bythe Administrator.

*“Person”*means any individual, entity or group within the meaning ofSection 13(d)(3) or 14(d)(2) of the Exchange Act.

*“Plan”*meansthis 1996 Stock Incentive Plan.

*“Restricted”*means an award of Shares under the Plan to the Grantee for suchconsideration, if any, and subject to such restrictions ontransfer, rights of first refusal, repurchase provisions,forfeiture provisions, and other terms and conditions asestablished by the Administrator.

“*Retirement”* means terminationof Continuous Status as an Employee after attaining age fifty-five(55) with ten (10) or more years of “vesting service”as defined in The Clorox Company Pension Plan.

*“Rule16B-3*” means Rule 16b-3 promulgatedunder the Exchange Act or any successor thereto.

*“SAR”*meansa stock appreciation right entitling the Grantee to Shares or cashcompensation measured by appreciation in the value of CommonStock.

*“Share”*means a share of the Common Stock.

*“Subsidiary”*means a “subsidiary corporation,” whether now orhereafter existing, as defined in Section 424(f) of theCode.

*“SubsidiaryDisposition”*means the dispositionby the Company of its equity holdings in any subsidiary corporationeffected by a merger or consolidation involving that subsidiarycorporation, the sale of all or substantially all of the assets ofthat subsidiary corporation or the Company’s sale ordistribution of substantially all of the outstanding capital stockof such subsidiary corporation.

*“VestingService”*means vesting service asdefined in The Clorox Company Pension Plan.

*“VotingSecurities”*means voting securitiesof the Company entitled to vote generally in the election ofDirectors.