THE CLOROX COMPANY


SUPPLEMENTAL

EXECUTIVE

RETIREMENT PLAN


RESTATED

JULY 17, 1991


AMENDED

MAY 18, 1994
and
JANUARY 17, 1996

PURPOSE OF THE PLAN

The purpose of The Clorox Company Supplemental Executive Retirement 
Plan (the "Plan") is to provide retirement benefits for certain 
executives of The Clorox Company (the "Company") in addition to 
the retirement benefits provided generally to all Company salaried 
employees.  These supplemental benefits are intended to provide 
greater retirement security for those executives and to aid in 
attracting and retaining future executives.


July 17, 1991

ARTICLE I

DEFINITIONS

The following words and phrases as used herein shall have the 
following meanings, unless a different meaning is plainly required 
by the context.

1.1     "Accrued Benefit" means the benefit of a Participant 
calculated under Article II at the time of the Participant's 
termination, or for Participants who have not terminated 
employment, at the time of their assumed termination.  In the 
latter case, the benefit will be based upon the following as of 
their assumed termination:  (a) Compensation, (b) total years 
and completed months of service, (c) any vested accrued benefit 
from a Company sponsored Defined Benefits Plan, (d) the monthly 
benefit which could be provided based on the actuarially 
determined annuity value of the Participant's vested Company 
contributions account under any Company sponsored Defined 
Contribution Plan, and (e) any monthly primary insurance benefit 
to which the Participant may be entitled under the Social 
Security Act.

1.2     "Board of Directors" means the board of directors of 
the Company as from time to time constituted.

1.3     "Committee" means the Employee Benefits and 
Management Compensation Committee of the  Board of Directors.


May 18, 1994

                         I-1

1.4     "Company" means The Clorox Company.

1.5     "Compensation" means the total of annual base salary 
plus the Management Incentive Compensation awarded to a 
Participant and in each case includes amounts the receipt of 
which the Participant has elected to defer or to take in the 
form of restricted stock or a stock option.  For purposes of 
the calculation of benefits in Sections 2.3 and 2.5, the 
total of the Participant's three highest Management Incentive 
Compensation awards will be apportioned evenly over the 36 
consecutive months of highest base salary.

1.6     "Defined Benefit Plan" means a plan, fund or program 
under which an employer undertakes systematically for the 
payment of definitely determinable benefits to its employees 
over a period of years after retirement.  The benefit an employee 
will receive upon retirement can be determined from a formula 
defined in the plan instrument.

1.7     "Defined Contribution Plan" means a plan which provides 
for an individual account for each participant and for benefits 
based solely on the amount contributed to the participant's 
account, and any income, expenses, gains and losses and any 
forfeitures of accounts of other participants which may be 
allocated to such participant's account.  Beginning July 1, 1994 
"Defined Contribution Plan" shall include NonQualified Deferred 
Compensation Plans which a) restore amounts for a Participant's 
benefit which cannot be contributed to a defined benefit or 
contribution plan deemed qualified under the Internal Revenue 
Code, or b) account for annual distributions, whether deferred 
or received in cash, made from a Defined Contribution Plan 
rather than credited to the Participant's account in such plan.

1.8     "Effective Date" means July 1, 1981.


January 17, 1996                    I-2

1.9     "Married Participant" means a Participant who is 
lawfully married on the date Retirement Benefits become payable 
pursuant to Article II (Retirement Benefits).

1.10     "Officer" means an officer of the Company with a
 rank of Vice President or above.

1.11     "Participant" means any employee who becomes a 
Participant pursuant to Section 2.1 (Participation), or a 
former employee who has become entitled to a Normal or 
Early Retirement Benefit pursuant to the Plan.

1.12     "Retirement Benefit" means the retirement income 
provided to Participants and their joint annuitants in 
accordance with the applicable provisions of Article II 
(Retirement Benefits).

Words importing males shall be construed to include females 
wherever appropriate.

July 17, 1991                              I-3


ARTICLE II

RETIREMENT BENEFITS

2.1     Participation
The employees of the Company named in Exhibit A are the 
Participants currently accruing benefits or who have vested 
deferred benefits and have not begun to receive such benefits.  
From time to time, the Committee may designate additional 
employees as Plan Participants.  A Participant who is an 
Officer of the Company and who is removed from office or is 
not reelected as an Officer, or who is not an Officer and 
who terminates his employment or has his employment terminated, 
will thereupon cease to be a Participant and will have no 
vested interest in the Plan unless he is entitled to a Normal 
or Early Retirement Benefit pursuant to this Article II.


July 17, 1991                         II-1

2.2     Normal Retirement Date
A Participant who terminates his employment on or after age 
sixty-five with ten or more years of employment with the Company 
will receive a Normal Retirement Benefit beginning on the first 
day of the month following his termination of employment.  Such 
date will be the Participant's Normal Retirement Date.

2.3     Normal Retirement Benefits
The Normal Retirement Benefit payable to a Participant will be 
equal to 3-2/3% of the monthly average of the Participant's 
compensation during the thirty-six (36) consecutive months of 
employment producing the highest such average, times the 
Participant's total years and completed months of employment 
with the Company as of his termination of employment, to a 
maximum of 15 years, offset by:

(a)     the monthly benefit payable under a 50% joint and survivor 
annuity form for a Married Participant or an annuity payable 
for the life of a single Participant, which would be provided 
to the Participant on his Normal Retirement Date (i) by Company 
contributions under any Company sponsored Defined Benefit Plan 
plus (ii) the monthly benefit which could be provided based on 
the actuarially determined annuity value of his vested Company 
contributions account under any Company sponsored Defined 
Contribution Plan, plus

(b)     the monthly primary insurance benefit to which the 
Participant may be entitled under the Social Security Act as 
of his Normal Retirement Date.

For purposes of this Section, Company contributions shall not 
include voluntary reductions of compensation under the provisions 
of a Company sponsored Defined Contribution Plan.  Company 
matching contributions under such a plan shall be considered 
Company contributions.

May 18, 1994                         II-2

2.4     Early Retirement Date
A Participant who terminates his employment on or after age 
fifty-five with ten or more years of employment with the 
Company will receive an Early Retirement Benefit beginning 
on the first day of the month following his termination of 
employment.  The date of the commencement of the Early 
Retirement Benefit will be the Participant's Early Retirement 
Date.

2.5     Early Retirement Benefit
The Early Retirement Benefit payable to a Participant on 
his Early Retirement Date will be calculated in the same 
manner as the Normal Retirement Benefit in Section 2.3 except 
that:

(a)     Before deducting the offsets provided in Section 2.3, (a) 
and (b), the benefit derived by the calculation in the first 
paragraph of Section 2.3 shall be reduced to reflect the 
Participant's retirement before his Normal Retirement Date.  
This reduction will be one quarter of one percent (0.25%) for 
each month that the Participant's Early Retirement Date 
precedes his Normal Retirement Date.

May 18, 1994                         ARTICLE II-3

(b)     In calculating the offset described in Section 2.3, (a) 
and (b), the reference to "Normal Retirement Date" shall be 
changed to "Early Retirement Date."  If the Early Retirement 
Date is prior to the Participant's attainment of age 62, then 
the monthly primary insurance benefit payable at age 62 shall 
be multiplied by the appropriate factor from the table below:

                       Age at Early
                    Retirement Date     Factor
                         62            1.00
                         61              .90
                         60              .81
                         59              .73
                         58              .66
                         57              .60
                         56              .54
                         55              .49

     If the Participant's Age on the Early Retirement Date is not 
an integral age, the factors above shall be interpolated to 
reflect the age in years and months.  If the Participant is 
62 or older on his/her Early Retirement Date, the offset shall 
be the actual monthly primary insurance benefit to which the 
Participant is entitled under the Social Security Act as of that date.

May 18, 1994                         II-3a

2.6     Form of Payment
A Participant's Normal or Early Retirement Benefit, will be 
paid to him monthly beginning on his Normal or Early Retirement 
Date and ending with the payment due for the month in which 
his death occurs.  If the spouse of a Participant who is 
receiving a Retirement Benefit survives the Participant, 
monthly payments equal to 50% of the monthly amount payable 
to the Participant will continue to such spouse ending with 
the payment due for the month in which such spouse's death occurs.

2.7     Termination other than Early or Normal Retirement
A Participant who terminates employment or whose employment is 
terminated by the Company and who does not meet the requirements 
for an Early or Normal Retirement Benefit will be not be entitled 
to a benefit under the Plan.

2.8     Pre-Retirement Death Benefit
The surviving spouse of a Participant with ten or more years of 
employment with the Company who dies before he has begun receiving 
a Normal or Early Retirement Benefit shall be entitled to receive 
a Pre-Retirement Death Benefit.  The Pre-Retirement Death Benefit 
shall be one-half of a 50% joint and survivor annuity form of the 
Early or Normal Retirement Benefit the Participant would have 
received had he elected to begin receiving a Retirement Benefit 
on the first day of the month following his death.  If the 
Participant's death occurs before he has attained the age at which 
he could elect to receive an Early Retirement Benefit, the 
Pre-Retirement Death Benefit will commence on the first day of the 
month following the date upon which the Participant would have 
attained that age had he survived; provided, however, that if the 
surviving spouse dies before that date, there shall be no 
Pre-Retirement Death Benefit available to any survivors of the 
Participant or his spouse.


July 17, 1991                         II-4

2.9     Disability
A Participant who becomes disabled as determined by The Clorox 
Company Pension Plan will continue to participate in this Plan 
on the same basis as he continues to participate in said 
Pension Plan.

July 17, 1991                         II-5

ARTICLE III

MISCELLANEOUS PROVISIONS

3.1     Plan Administration
The Committee shall have the power and the duty to take all 
action and to make all decisions necessary and proper to carry 
out the Plan.  Without limiting the generality of the foregoing, 
the Committee hereby designates the Employee Benefits Committee 
of the Company to control and manage the operation and 
administration of the Plan.  The Committee shall have the 
authority to allocate among themselves or to the Employee 
Benefits Committee or to delegate to any other person, any 
fiduciary responsibility with respect to the Plan.

3.2     Amendment and Plan Termination

(a)     Except by the written consent of 75% of Plan Participants 
actually or potentially affected thereby and the approval of the 
Board of Directors, the Plan may not be terminated or amended in
any way which would reduce the benefits payable hereunder or 
reduce or eliminate the funding provided for in Article IV until 
the first regularly scheduled meeting of the Board of Directors 
held after June 30, 2011.

May 18, 1994                         III-1

(b)     The Board of Directors, without the consent of the 
Plan Participants, may amend the Plan to improve or increase 
the benefits payable hereunder at any time.

(c)     If the Plan is terminated, all Participants, including 
beneficiaries receiving benefits, will be entitled to their 
Accrued Benefits under the Plan.  In such event the Board of 
Directors may, at its sole discretion, elect any one or more of 
the following alternatives to satisfy the Company's obligations 
to such Participants or beneficiaries, provided that the method 
so elected shall be applied uniformly to all Participants or 
beneficiaries:

(i)     Provide benefit payments in accordance with the terms 
of the Plan, at the times specified in the Plan.

(ii)     Purchase immediate or deferred annuities.

(iii)     Make lump sum payments equal to the present value of 
accrued benefits for amounts less than $25,000 adjusted annually 
beginning July 1, 1995, for changes in the Consumer Price Index.

May 18, 1994                         III-2

3.3     Assignment of Benefits
A Participant may not, either voluntarily or involuntarily, 
assign, anticipate, alienate, commute, pledge or encumber any 
benefits to which he is or may become entitled to under the Plan 
nor may the same be subject to attachment or garnishment by any 
creditor of a Participant.

3.4     Not An Employment Agreement
Nothing in the establishment of the Plan is to be construed as 
giving any Participant the right to be retained in the employ 
of the Company.

3.5     Merger, Consolidation or Transfer
In the event that the Company shall, pursuant to action by its 
Board of Directors, at any time propose to merge into, consolidate 
with or sell or otherwise transfer all or substantially all of 
its assets to another corporation and provision is not made 
pursuant to the terms of such transaction for the continuation 
of this Plan by the surviving, resulting or acquiring corporation 
or for the substitution of a comparable plan hereto, the provisions 
of this Plan shall remain in effect.

July 17, 1991                         III-3

ARTICLE IV

FUNDING

4.1     Establishment of Irrevocable Trust
The Company shall establish an irrevocable trust of which the 
Company is the owner for federal income tax purposes (within the 
meaning of Sections 671 through 677 of the Internal Revenue Code 
of 1986) (the "Trust") and fund the Trust as hereinafter provided 
in order to provide a source from which to satisfy the Company's 
obligations to Participants under this Plan.

4.2     Amount of Funding
The Company shall make such contributions to the Trust as the 
Board of Directors from time to time determines appropriate.

4.3     Actuarial Assumptions and Method
The Plan's actuary shall use the following assumptions and 
methods when advising the Board of Directors with regard to 
contributions to the Trust:

(a)     Mortality:
1983 Group Annuity Mortality Table for periods after benefits 
have commenced, or are assumed to have commenced.  No mortality 
will be assumed prior to the assumed retirement age for benefits 
not yet in payment status.

May 18, 1994                         IV-1

(b)     Return on Investment:
Assets are assumed to earn, the liabilities are discounted 
at, eight percent (8%) per year.

(c)     Assumed Retirement Age:
For Participants whose benefits are not in payment status as 
of July 1 of each year, the Assumed Retirement Age will be age 
60, or their current age if older.  For beneficiaries, the Assumed 
Retirement Age is the beneficiary's age on the date their deceased 
spouse would have reached 60, or their current age if their 
spouse would have already been older than age 60.

(d)     Annual Pay Increases:
Eight percent (8%) per year.

(e)     Employee Turnover:
None.


May 18, 1994                         IV-2

(f)     Social Security Increases:
Social security benefits are assumed to increase 5% per year.

(g)     IRC Limits:
The Internal Revenue Code (IRC) section 415 and section 401(a)(17) 
limits are assumed to increase 5% per year.

(h)     Defined Contribution Plan Offset:
Annuity equivalent of projected account balance assuming an 
annual earnings rate of 8.0%; Profit Sharing Plan contributions 
of 8.0% of pay; annual TRIP contributions of $500 (no inflation); 
and assuming no further PAYSOP contributions are made.

(i)     Actuarial Cost Method:
The Entry Age Normal Cost Method will be used.  The unfunded 
actuarial  liability as of each July 1 will be amortized over 
ten years.


May 18, 1994                         IV-3