THE CLOROX COMPANY
NONQUALIFIED DEFERRED COMPENSATION PLAN
(January 1, 1996)

Amended and Restated through March 3, 1997


ARTICLE I.
PURPOSE

     This Plan is designed to restore to selected employees 
of The Clorox Company and its affiliates certain benefits 
that cannot be provided under The Clorox Company's tax-qualified 
retirement plans.  In addition, this Plan permits selected 
employees to defer bonuses and regular pay.

     This Plan is intended to be a plan that is unfunded and 
that is maintained by The Clorox Company primarily for the 
purpose of providing deferred compensation for a select group 
of management or highly compensated employees within the 
meaning of the Employee Retirement Income Security Act.


ARTICLE II.
DEFINITIONS

     In this Plan, the following terms have the meanings 
indicated below.

     2.01     "Account" means a bookkeeping entry used to 
record deferrals and contributions made on a Participant's 
behalf under Article III of the Plan and gains and losses 
credited to these deferrals and contributions under Article IV 
of the Plan.   

     2.02     "Affiliate" means an entity other than the 
Company whose employees participate in the Value Sharing Plan 
and/or the Pension Plan.

     2.03     "Beneficiary" means the person or persons, 
natural or otherwise, designated in writing, to receive a 
Participant's vested Account if the Participant dies before 
distribution of his or her entire vested Account.  A Participant 
may designate one or more primary Beneficiaries and one or 
more secondary Beneficiaries.  A Participant's Beneficiary 
designation will be made pursuant to such procedures as the 
Committee may establish, and delivered to the Committee before 
the Participant's death.  The Participant may revoke or change 
this designation at any time before his or her death by 
following such procedures as the Committee may establish.  
If the Committee has not received a Participant's Beneficiary 
designation before the Participant's death or if the Participant 
does not otherwise have an effective Beneficiary designation 
on file when he or she dies, the Participant's vested Account 
will be distributed to the Participant's spouse if surviving 
at the Participant's death, or if there is no such spouse, 
the Participant's estate.

     2.04     "Bonus" means one or more cash bonuses 
designated from time to time by the Committee as eligible 
for deferral under this Plan.  As of January 1, 1996, the 
term Bonus includes the following bonuses payable (but for 
any deferral election) after July 1, 1996:  Cash-or-Deferred 
Value Sharing Bonus, and/or an award under The Clorox 
Management Incentive Compensation Plan and/or a Sales Added 
Compensation Bonus and/or a Mid Level Incentive Bonus.

     2.05     "Committee" means the Company's Employee 
Benefits Committee or another group appointed by the Employee 
Benefits and Management Compensation Committee of the Company's 
Board of Directors.  The Committee has full discretionary 
authority to administer and interpret the Plan, to determine 
eligibility for Plan benefits, to select employees for Plan 
participation, and to correct errors.  The Committee may 
delegate its duties and responsibilities and, unless the 
Committee expressly provides to the contrary, any such 
delegation will carry with it the Committee's full discretionary 
authority to accomplish the delegation.  Decisions of the 
Committee and its delegate will be final and binding on all 
persons.

     2.06     "Company" means The Clorox Company.

     2.07     "Eligible Employee" means an employee of the 
Company or of an Affiliate who has been selected by the 
Committee for Plan participation and who, except as provided 
in Section 3.01(c), has confirmed his or her participation 
in writing with the Committee before the calendar year in 
which deferrals and/or restoration contributions under this 
Plan are made on that employee's behalf.

     o  An individual will cease to be an Eligible Employee 
on the earliest of (i) the date the individual ceases to be 
employed by the Company and all Affiliates, (ii) the date 
the Plan is terminated, or (iii) the date the individual is 
notified by the Committee that he or she is no longer an 
Eligible Employee.

     o  For purposes of the restoration contributions described 
in Section 3.02 of this Plan, an employee who terminates 
employment with the Company and all Affiliates before July 1, 
1996 will not be an Eligible Employee, unless and until he or 
she is rehired by the Company or an Affiliate and designated 
by the Committee as an Eligible Employee.



     o  For purposes of the deferrals described in Section 3.01 
of this Plan, an employee who terminates employment with the 
Company and all Affiliates before January 1, 1996 will not be 
an Eligible Employee, unless and until he or she is rehired by 
the Company or an Affiliate and redesignated by the Committee 
as an Eligible Employee.

     2.08     "Mid-Year Entrant" means an individual (i) who 
has never been a Participant and (ii) who is first notified that 
he or she has been selected for Plan participation during the 
calendar year in which his or her Plan participation will begin. 

     2.09     "$150,000 Limit" means the $150,000 (indexed) 
limit of Internal Revenue Code Section 401(a)(17), which limits 
the compensation that can be taken into account when determining 
benefits under a tax-qualified retirement plan.  

     2.10 "Participant" means a current or former Eligible 
Employee who retains an Account.  

     2.11     "Pension Plan" means The Clorox Company Pension 
Plan, as amended from time to time. "Pension Plan Year" means 
the plan year defined in the Pension Plan and "Cash Balance 
Contribution" means a cash balance contribution as defined in 
the Pension Plan.

     2.12 "Plan" means The Clorox Company Nonqualified Deferred 
Compensation Plan, as amended from time to time.

     2.13     "Regular Pay" means the pre-tax amount of an 
Eligible Employee's base salary.  Regular Pay is determined on 
a "paycheck by paycheck" basis and does not include amounts 
paid before January 1, 1997.

     2.14     "Termination of Employment" means termination of 
employment with the Company and all Affiliates, other than by 
reason of death.

     2.15     "Value Sharing Plan" means The Clorox Company 
Value Sharing Plan, as amended from time to time.  "Value Sharing 
Plan Year" means the plan year defined in the Value Sharing 
Plan and "Value Sharing Contribution" means a Value Sharing 
Contribution (including forfeitures) as described in the Value 
Sharing Plan.  Before June 30, 1996, The Clorox Company Value 
Sharing Plan was called The Clorox Company Profit Sharing Plan, 
Value Sharing Contributions were called Profit Sharing 
Contributions, and the Value Sharing Plan Year was known as 
the Profit Sharing Plan Year.




ARTICLE III.
DEFERRALS AND CONTRIBUTIONS

     3.01  Deferrals.  An Eligible Employee may defer up to 50% 
of his or her Regular Pay and up to 100% of each Bonus for which 
he or she is eligible by submitting a written election to the 
Committee that satisfies such requirements, including such minimum 
deferral amounts, as the Committee may determine.  Participants 
will be 100% vested in these deferrals.

          (a)  Elections.  For each calendar year, an Eligible 
Employee may make three separate deferral elections:  an election 
to defer Regular Pay, an election to defer his or her 
Cash-or-Deferred Value Sharing Bonus (if any), and an election to 
defer all other types of Bonus (if any).  Each such election must 
be made before the calendar year in which the Regular Pay and/or 
Bonus is scheduled to be paid and, with respect to a Bonus, no 
less than 6 months before scheduled payment of the Bonus.  
Elections will remain in effect for one calendar year.

          (b)  Late Election.  If an Eligible Employee does not 
make a timely election for an upcoming calendar year, no deferral 
will be made on behalf of that Eligible Employee with regard to 
that election for that upcoming calendar year.

          (c)  Initial Election.  Notwithstanding the timing 
provisions in paragraphs (a) and (b) above, within 30 days after 
the date that a Mid-Year Entrant is first notified that he or 
she is eligible to participate in the Plan or within 30 days 
after the initial effective date of the Plan, a Mid-Year Entrant 
may elect to defer (i) Regular Pay for services to be performed 
subsequent to the election and (ii) any Bonus that is scheduled 
to be paid at least 6 months after the date of the election.  
These elections will remain in effect until the end of the 
calendar year for which they were made.

     3.02  Restoration Contributions.  Subject to paragraphs (d), 
(e), and (f) below, Accounts will be credited with restoration 
contributions as described below.

          (a)  Value Sharing.  The amount of an Eligible Employee's 
value sharing restoration contribution for a Value Sharing or 
Profit Sharing Plan Year beginning on or after July 1, 1995 
will be equal to the amount by which that Eligible Employee's 
Value Sharing or Profit Sharing Contribution (including any 
Cash-or-Deferred Value Sharing) for that Value Sharing or 
Profit Sharing Plan Year was reduced due to (i) the $150,000 
Limit and (ii) amounts (excluding any Cash-or-Deferred Value 
Sharing) voluntarily deferred under this Plan.



          (b)  Pension.  The amount of an Eligible Employee's 
pension restoration contribution for a Pension Plan Year 
beginning on or after July 1, 1995 will be equal to the amount 
by which the Eligible Employee's Cash Balance Contribution for 
that Pension Plan Year was reduced due to (i) the $150,000 
Limit and (ii) amounts voluntarily deferred under this Plan.

          (c)  Special Restoration Contributions.  Accounts of 
individuals who are Eligible Employees on July 1, 1996 will be 
credited with the following special restoration contributions:  

               (i)  1994-95 Profit Sharing Plan Contribution.  
A special contribution equal to the amount by which the Eligible 
Employee's Profit Sharing Contribution for the Profit Sharing 
Plan Year beginning July 1, 1994 was actually reduced due to the 
$150,000 Limit.

               (ii)  1994-95 Pension Plan Accrual.  A special 
contribution, which is the lump sum equivalent of the amount by 
which the Eligible Employee's Pension Plan accrual for the 
Pension Plan year beginning July 1, 1994 was actually reduced 
due to the $150,000 Limit.  This lump sum equivalent amount will 
be the lump sum present value, as of June 30, 1996, of the 
pension accrual described in the preceding sentence (expressed as 
a single life annuity commencing as of the later of:  the 
Eligible Employee's age, as of June 30, 1996 or age 65), where 
the present value is determined using:  the annual rate of 
interest on 30-year Treasury securities for January, 1996, the 
applicable mortality table that is specified for use in January 
1996 in accordance with Section 417(e)(3)(A)(ii)(I) of the 
Internal Revenue Code, and the Eligible Employee's age as of 
June 30, 1996, rounded to years and completed months.

          (d)  Crediting.  Restoration contributions will be 
credited to Eligible Employees' Accounts as of the date that 
the Value Sharing Contributions or the Cash Balance Contributions 
to which the restoration contributions relate are credited to 
the Value Sharing Plan or the Pension Plan, as the case may be.  
Notwithstanding the foregoing, the special restoration 
contributions described in the preceding paragraph (c) will be 
credited as of July 1, 1996.

          (e)  Vesting.  Participants will vest in their 
restoration contributions at the same percentage rate that they 
vest in the Value Sharing Contributions or the Pension Plan 
allocations to which the restoration contributions relate.  






          (f)  Restrictions.

               (i)  Participation.  If an Eligible Employee is 
not credited with an actual Pension Plan accrual for a given 
calendar quarter during a Pension Plan Year, that Eligible 
Employee will not receive a pension restoration contribution 
under this Plan for that calendar quarter.  Similarly, if an 
Eligible Employee does not receive an actual Value Sharing 
Contribution for a given Value Sharing Plan Year, that Eligible 
Employee will not receive a value sharing restoration contribution 
under this Plan for that year. 

               (ii)  Eligible Employee.  In order to receive a 
restoration contribution under this Plan with respect to a 
given Value Sharing Year or calendar quarter of a Pension Plan 
Year, an individual must have been an Eligible Employee during 
that Value Sharing Year or during the calendar quarter of the 
Pension Plan Year, as the case may be, but the individual need 
not be an Eligible Employee on the date the restoration 
contribution is actually made.  Notwithstanding the foregoing, 
the requirements of this Section 3.02(f)(ii) will be satisfied 
with respect to the special restoration contributions described 
in (c) above if an individual is an Eligible Employee on July 1, 
1996.  


ARTICLE IV.
EARNINGS

     4.01  Elections.  The Committee may permit Participants to 
request that earnings on their Accounts be credited as though the 
Accounts were invested in one or more investments approved by 
the Committee.

     4.02  Interest.  To the extent that earnings are not credited 
as described in Section 4.01 above, the Committee will credit 
interest to each Account.  Interest will be credited quarterly 
in accordance with procedures approved by the Committee.  The 
interest rate used will be the annual rate of interest on 30-year 
Treasury securities, as determined in accordance with Section 
417(e)(3)(A)(ii)(II) of the Internal Revenue Code, for the second 
month preceding the Company's fiscal year for which the interest 
is credited.  The first quarter for which interest will be 
credited is the calendar quarter beginning July 1, 1996.  Effective 
January 1, 1997, the interest rate used will be the interest rate 
then in effect for crediting interest to a Participant's 
"account" under the Pension Plan. 






ARTICLE V.
DISTRIBUTIONS

     5.01  Distribution Elections.  Eligible Employees will elect 
the manner in which their vested Accounts will be paid out upon 
Termination of Employment by following the procedures described 
below, and by satisfying such additional requirements as the 
Committee may determine. 

          (a)  Initial Election.  Effective November 15, 1996, 
when an Eligible Employee confirms his or her initial 
participation in the Plan, as provided in Section 2.07 of the 
Plan, the Eligible Employee will elect, in writing, which of 
the distribution options described in Section 5.02 of the 
Plan will govern payment of the Eligible Employee's entire 
vested Account upon the Eligible Employee's Termination of 
Employment. 

          (b)  Subsequent Elections.  Effective November 15, 1996, 
a Participant may change a distribution election with respect to 
his or her entire vested Account by submitting the change to the 
Committee, in writing, at least two calendar years before the 
Participant has a Termination of Employment.  If such a subsequent 
election is not valid because, for example, it is not made in a 
timely manner, the Participant's most recent effective 
distribution election under this Section 5.01 will govern payment 
of the Participant's entire vested Account upon the Participant's 
Termination of Employment. 

     5.02  Termination of Employment.  The vested portion of a 
Participant's Account will be distributed to the Participant, 
following the Participant's Termination of Employment, in 
whichever of the following forms has been properly elected by 
the Participant, or pursuant to the Plan's default provision if 
there is no such election:

          (a)  Lump Sum.  Payment in one lump sum, as soon as 
administratively practicable (as determined by the Committee) 
and subject to the timing requirements outlined in paragraph (c), 
below.

          (b)     Installments.  Payment in annual installments, 
not in excess of 10, to begin as soon as administratively 
practicable (as determined by the Committee) and subject to the 
timing requirements outlined in paragraph (c), below.

          (c)     Timing.  Effective November 15, 1996, payments 
under paragraph (a) or paragraph (b) above, will not be made 
earlier than 60 days or later than 90 days ("60/90 Day Rule") 
after whichever of the following dates has been properly elected 
by the Participant: (i)  the date of the Participant's Termination 
of Employment or (ii) January 1 of the calendar year immediately 
following the Participant's Termination of Employment.  
Notwithstanding the foregoing, if a Participant who has selected 
option (ii) in the preceding sentence has a Termination of 
Employment on or after January 1 and before November 1, the 
60/90 Day Rule will not apply, and the distribution will begin 
on January 1 of the calendar year immediately following the 
Participant's Termination of Employment, or as soon as 
administratively practicable thereafter.

          (d)  Default.  If, upon a Participant's Termination of 
Employment, the Committee does not have a proper distribution 
election on file for that Participant, the vested portion of 
that Participant's Account will be distributed to the Participant, 
following the Participant's Termination of Employment, in one lump 
sum, as soon as administratively practicable (as determined by the 
Committee), but in no event earlier than 60 days or later than 90 
days after the Participant's Termination of Employment.

          (e)  Rehire.  If a Participant's entire Account has not 
been distributed and/or the Participant was not 100% vested in his 
or her Account upon Termination of Employment and the Participant 
again becomes an Eligible Employee, distributions to the Participant 
will cease, amounts forfeited (if any) from the Participant's 
Account will be restored to the extent required to satisfy Section 
3.02(e) of the Plan, and the Participant's distribution election 
under Section 5.01 will remain in effect as though the Participant 
had not had a Termination of Employment.  If a former Participant's 
entire Account has been distributed and the former Participant was 
100% vested in his or her Account upon Termination of Employment, 
the former Participant will make a new distribution election under 
Section 5.01(a), and may make subsequent distribution elections 
under Section 5.01(b), if the former Participant again becomes an 
Eligible Employee.

          (f)  Subsequent Credits.  Amounts, if any, that become 
payable to a Participant's Account after distributions have begun 
from that Account, and before the Participant is rehired or dies, 
will be paid out pursuant to the distribution election in effect for 
that Participant upon his or her Termination of Employment.

     5.03  Death.  If a Participant dies with a vested amount in his 
or her Account, whether or not the Participant was receiving payouts 
from that Account at the time of his or her death, the Participant's 
Beneficiary will receive the entire vested amount in the 
Participant's Account as soon as administratively practicable (as 
determined by the Committee) but in no event earlier than 60 days 
or later than 90 days after the Committee learns of the 
Participant's death.  Amounts, if any, that become payable to a 
Participant's Account after that Account has been distributed 
pursuant to this Section 5.03 will be paid to the Participant's 
Beneficiary as soon as administratively practicable. 

     5.04  Withholding.   The Company will deduct from Plan payouts, 
or from other compensation payable to a Participant or Beneficiary, 
amounts required by law to be withheld for taxes with respect to 
benefits under this Plan.  The Company reserves the right to 
reduce any deferral or contribution that would otherwise be made 
to this Plan on behalf of a Participant by a reasonable amount, 
and to use all or a portion of this reduction to satisfy the 
Participant's tax liabilities under this Section 5.04.


ARTICLE VI.
MISCELLANEOUS

     6.01  Limitation of Rights.  Participation in this Plan 
does not give any individual the right to be retained in the 
service of the Company or of any related entity.

     6.02  Satisfaction of Claims.  Payments to a Participant, 
the Participant's legal representative, or Beneficiary in accordance 
with the terms of this Plan will, to the extent thereof, be in full 
satisfaction of all claims that person may have hereunder against 
the Committee, the Company, and all Affiliates, any of which may 
require, as a condition to payment, that the recipient execute a 
receipt and release in a form determined by the Committee, the 
Company, or an Affiliate.

     6.03  Indemnification.  The Company and the Affiliates will 
indemnify the Committee, the Company's Board of Directors, and 
employees of the Company and the Affiliates to whom responsibilities 
have been delegated under the Plan for all liabilities and expenses 
arising from an act or omission in the management of the Plan if the 
person to be indemnified did not act dishonestly or otherwise in 
willful violation of the law under which the liability or expense 
arises.

     6.04  Assignment.  To the fullest extent permitted by law, rights 
to benefits under the Plan are not subject in any manner to 
anticipation, alienation, sale, transfer, assignment, pledge, 
encumbrance, attachment, or garnishment by creditors of a Participant 
or a Beneficiary. 

     6.05  Lost Recipients.  If the Committee cannot locate a 
person entitled to payment of a Plan benefit after a reasonable 
search, the Committee may at any time thereafter treat that 
person's Account as forfeited and amounts credited to that 
Account will revert to the Company.  If the lost person 
subsequently presents the Committee with a valid claim for 
the forfeited benefit amount, the Company will pay that person 
the amount forfeited. 


     6.06  Amendment and Termination.  The Company's Board of 
Directors may, at any time, amend the Plan in writing or 
terminate the Plan.  In addition, the Committee may amend the 
Plan (other than this Section 6.06) in writing, provided that 
the amendment will not cause any substantial increase in cost 
to the Company or to any Affiliate.  No amendment may, without 
the consent of an affected Participant (or, if the Participant 
is deceased, the Participant's Beneficiary), adversely affect 
the Participant's or the Beneficiary's rights and obligations 
under the Plan with respect to amounts already credited to a 
Participant's Account.  Notwithstanding the foregoing, if the Plan 
is terminated, the Company's Board of Directors may determine that 
all Accounts will be paid out.

     6.07  Applicable Law.  To the extent not governed by Federal 
law, the Plan is governed by the laws of the State of California 
without choice of law rules.  If any provision of the Plan is held 
to be invalid or unenforceable, the remaining provisions of the 
Plan will continue to be fully effective.

     6.08  No Funding.  The Plan constitutes a mere promise by 
the Company and the Affiliates to make payments in the future in 
accordance with the terms of the Plan.  Participants and Beneficiaries 
have the status of general unsecured creditors of the Company and 
the Affiliates.  Plan benefits will be paid from the general assets 
of the Company and the Affiliates and nothing in the Plan will be 
construed to give any Participant or any other person rights to any 
specific assets of the Company or the Affiliates.  In all events, 
it is the intention of the Company, all Affiliates and all 
Participants that the Plan be treated as unfunded for tax purposes 
and for purposes of Title I of the Employee Retirement Income 
Security Act.


     IN WITNESS WHEREOF, The Clorox Company has caused this Plan to 
be executed by its duly authorized representative on the date 
indicated below.


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