**THE CLOROX COMPANYFloating Rate Senior Notes due December 20074.20% Senior Notes due January 20105.00% Senior Notes due January 2015______________Purchase Agreement**

November 30,2004

Citigroup Global MarketsInc.,

Goldman, Sachs & Co.and

J.P. Morgan SecuritiesInc.,as representatives (“Representatives”)of the several Purchasersnamed in Schedule I hereto,

c/o Goldman, Sachs &Co.,85 Broad Street,New York, New York 10004

Ladies andGentlemen:

The Clorox Company, aDelaware corporation (the “Company”), proposes, subjectto the terms and conditions stated herein, to issue and sell to thePurchasers named in Schedule I hereto (the“Purchasers”) the principal amount of notes of variousmaturities specified above (collectively, the“Securities”) set forth opposite the name of each suchPurchaser on Schedule I hereto.

# The Company represents and warrants to, and agrees with, eachof the Purchasers that**:**

A preliminary offering memorandum, dated November 30, 2004 (the“Preliminary Offering Memorandum”) and an offeringmemorandum, dated November 30, 2004 (the “OfferingMemorandum”) have been prepared in connection with theoffering of the Securities.  Any reference to the PreliminaryOffering Memorandum or the Offering Memorandum shall be deemed torefer to and include the Company’s most recent Annual Reporton Form 10-K (“Form 10-K”) and all subsequent documentsfiled with the United States Securities and Exchange Commission(the “Commission”) pursuant to Section 13(a), 13(c) or15(d) of the United States Securities Exchange Act of 1934, asamended (the “Exchange Act”) on or prior to the date ofthe Preliminary Offering Memorandum or the Offering Memorandum, asthe case may be, and any reference to the Preliminary OfferingMemorandum or the Offering Memorandum, as the case may be, asamended or supplemented, as of any specified date, shall be deemedto include (i) any documents filed with the Commission pursuant toSection 13(a), 13(c) or 15(d) of the Exchange Act after the date ofthe Preliminary Offering Memorandum or the Offering Memorandum, asthe case may be, and prior to such specified date and (ii) anyAdditional Issuer Information (as defined in Section 5(f))furnished by the Company prior to the completion of thedistribution of the Securities; and all documents filed under theExchange Act and so deemed to be included in the PreliminaryOffering Memorandum or the Offering Memorandum, as the case may be,or any amendment or supplement thereto are hereinafter called the“Exchange Act Reports”.  The Exchange Act Reports,when they were or are filed with the Commission, conformed or willconform in all material respects to the applicable requirements ofthe Exchange Act and the applicable rules and regulations of theCommission thereunder. The Preliminary Offering Memorandum or theOffering Memorandum and any amendments or supplements thereto andthe Exchange Act Reports did not and will not, as of theirrespective dates, contain an untrue statement of a material fact oromit to state a material fact necessary in order to make thestatements therein, in the light of the circumstances under whichthey were made, not misleading; *provided*, *however*,that this representation and warranty shall not apply to anystatements or omissions made in reliance upon and in conformitywith information furnished in writing to the Company by a Purchaserthrough the Representatives expressly for use therein;

Prior to the date hereof, neither the Company nor any of itsaffiliates has taken any action which is designed to or which hasconstituted or which might have been expected to cause or result instabilization or manipulation of the price of any security of theCompany in connection with the offering of the Securities;

When the Securities are issued and delivered pursuant to thisAgreement, the Securities will not be of the same class (within themeaning of Rule 144A under the United States Securities Act of1933, as amended (the “Act”)) as securities which arelisted on a national securities exchange registered under Section 6of the Exchange Act or quoted in a U.S. automated inter-dealerquotation system;

The Company is subject to Section 13 or 15(d) of the ExchangeAct;

Neither the Company, nor any person acting on its or theirbehalf has offered or sold the Securities by means of any generalsolicitation or general advertising within the meaning of Rule502(c) under the Act or, with respect to Securities sold outsidethe United States to non-U.S. persons (as defined in Rule 902 underthe Act), by means of any directed selling efforts within themeaning of Rule 902 under the Securities Act and the Company, anyaffiliate of the Company and any person acting on its or theirbehalf has complied with and will implement the “offeringrestriction” within the meaning of such Rule 902;

Within the preceding six months, neither the Company nor anyother person acting on behalf of the Company has offered or sold toany person any Securities, or any securities of the same or asimilar class as the Securities, other than Securities offered orsold to the Purchasers hereunder.  The Company will takereasonable precautions designed to insure that any offer or sale,direct or indirect, in the United States or to any U.S. person (asdefined in Rule 902 under the Act) of any Securities****or anysubstantially similar security issued by the Company, within sixmonths subsequent to the date on which the distribution of theSecurities has been completed (as notified to the Company byGoldman, Sachs & Co.), is made under restrictions and othercircumstances reasonably designed not to affect the status of theoffer and sale of the Securitiesin the United States and to U.S.persons contemplated by this Agreement as transactions exempt fromthe registration provisions of the Act;

Each of the Company and each of its material subsidiaries(individually a “Subsidiary” and collectively the“Subsidiaries”) has been duly incorporated and isvalidly existing as a corporation (or other relevant organizationalform) in good standing under the laws of the jurisdiction in whichit is chartered or organized with full organizational power andauthority to own or lease, as the case may be, and to operate itsproperties and conduct its business as described in the PreliminaryOffering Memorandum and the Offering Memorandum, and is dulyqualified to do business as a foreign corporation (or otherrelevant organizational form) and is in good standing under thelaws of each jurisdiction which requires such qualification, exceptwhere the failure to be so qualified could not reasonably beexpected to have a material adverse effect on the financialcondition, results of operations, or on the earnings or businessaffairs   of the Company and the Subsidiaries, considered asone enterprise, whether or not arising in the ordinary course ofbusiness (a “Material Adverse Effect”).  As usedherein, “material subsidiary” means any subsidiary ofthe Company with net sales in excess of 10% of consolidated netsales for the most recently completed fiscal year, net earnings inexcess of 10% of consolidated net earnings for the most recentlycompleted fiscal year or total assets in excess of 10% ofconsolidated total assets at the end of such fiscal year.  Asof the date hereof, the Company’s only material subsidiariesare: (i) The Clorox Sales Company; (ii) TheKingsford Products Company; (iii) The Glad Products Company; (iv)The HV Food Products Company; (v) Glad Manufacturing Company; and(vi) The Clorox International Company.

All the outstanding shares of capital stock of each Subsidiaryhave been duly and validly authorized and issued and are fully paidand nonassessable, and, except as otherwise set forth in thePreliminary Offering Memorandum and the Offering Memorandum, alloutstanding shares of capital stock of the Subsidiaries are ownedby the Company either directly or through wholly owned subsidiariesfree and clear of any perfected security interest or any othersecurity interests, claims, liens or encumbrances.

The indenture relating to the Securities (the“Indenture”) has been duly authorized and, at the Timeof Delivery (as defined below), will have been executed anddelivered by the Company and (assuming the due authorization,execution and delivery thereof by the Trustee) will be a valid andlegally binding obligation of the Company enforceable in accordancewith its terms, except as enforcement thereof may be limited bybankruptcy, insolvency, reorganization, moratorium or other lawsrelating to or affecting enforcement of creditors’ rightsgenerally or by general equity principles (whether considered in aproceeding in equity or at law); and the Indenture is in a formthat permits it to become qualified under the Trust IndentureAct.

The Securities have been duly authorized for issuance, offer andsale pursuant to this Agreement and, when issued, authenticated anddelivered pursuant to the provisions of this Agreement and theIndenture against payment of the consideration therefor specifiedin the Offering Memorandum, the Securities will constitute validand legally binding obligations of the Company enforceable inaccordance with their terms, except as enforcement thereof may belimited by bankruptcy, insolvency, reorganization, moratorium orother laws relating to or affecting enforcement of creditors’rights generally or by general equity principles (whetherconsidered in a proceeding in equity or at law); and the Securitiesand the Indenture are accurately summarized in all materialrespects in the Preliminary Offering Memorandum and the OfferingMemorandum.

The registration rights agreement relating to the Securities(the “Registration Rights Agreement”) has been dulyauthorized and, at the Time of Delivery, will have been validlyexecuted and delivered by the Company and will be a valid andlegally binding obligation of the Company enforceable in accordancewith its terms, except as enforcement thereof may be limited bybankruptcy, insolvency, reorganization, moratorium or other lawsrelating to or affecting enforcement of creditors’ rightsgenerally or by general equity principles (whether considered in aproceeding in equity or at law).

This Agreement has been duly authorized, executed and deliveredby the Company.

The Company is not and, after giving effect to the offering andsale of the Securities and the application of the proceeds thereofas described in the Preliminary Offering Memorandum and theOffering Memorandum, will not be an “investmentcompany” as defined in the Investment Company Act of 1940, asamended.

No consent, approval, authorization, filing with or order of anycourt or governmental agency or body is required in connection withthe transactions contemplated herein, except for the registrationof the Securities and/or the Exchange Securities (defined below)under the Act as contemplated by the Registration Rights Agreementand such as may be required under the blue sky laws of anyjurisdiction in connection with the purchase and distribution ofthe Securities by the Underwriters in the manner contemplatedherein and in the Offering Memorandum.

Neither the issue and sale of the Securities nor theconsummation of any other of the transactions herein contemplatednor the fulfillment of the terms hereof will conflict with, resultin a breach or violation or imposition of any lien, charge orencumbrance upon any property or assets of the Company or any ofits subsidiaries pursuant to, (i) the charter or bylaws of theCompany or any of its subsidiaries, (ii) the terms of anyindenture, contract, lease, mortgage, deed of trust, noteagreement, loan agreement or other agreement, obligation,condition, covenant or instrument to which the Company or any ofits subsidiaries is a party or bound or to which its or theirproperty is subject, or (iii) any statute, law, rule, regulation,judgment, order or decree applicable to the Company or any of itssubsidiaries of any court, regulatory body, administrative agency,governmental body, arbitrator or other authority havingjurisdiction over the Company or any of its subsidiaries or any ofits or their properties, other than, in the case of clauses (ii)and (iii), conflicts, breaches or liens (considered in theaggregate) which could not reasonably be expected to have aMaterial Adverse Effect.

No holders of securities of the Company have rights to theregistration of such securities under any registration statementcontemplated by the Registration Rights Agreement.

The consolidated financial statements of the Company and itsconsolidated subsidiaries incorporated by reference in thePreliminary Offering Memorandum and the Offering Memorandum presentfairly in all material respects the financial condition, results ofoperations and cash flows of the Company as of the dates and forthe periods indicated, comply as to form with the applicableaccounting requirements of the Exchange Act and have been preparedin conformity with generally accepted accounting principles appliedon a consistent basis throughout the periods involved (except asotherwise noted therein).

Ernst & Young LLP, who has audited certain financialstatements incorporated by reference in the Preliminary OfferingMemorandum and the Offering Memorandum, is an independentregistered public accounting firm with respect to the Company asrequired by the Exchange Act and the applicable published rules andregulations thereunder.   Deloitte & Touche LLP, who hasaudited certain financial statements incorporated by reference inthe Preliminary Offering Memorandum and the Offering Memorandum,was, at the time of auditing such financial statements, anindependent registered public accounting firm with respect to theCompany as required by the Exchange Act and the applicablepublished rules and regulations thereunder.

No action, suit or proceeding by or before any court orgovernmental agency, authority or body or any arbitrator involvingthe Company or any of the Subsidiaries or its or their property ispending or, to the best knowledge of the Company, threatened that(i) could reasonably be expected to have a material adverse effecton the performance of this Agreement or the consummation of any ofthe transactions contemplated hereby or (ii) could reasonably beexpected to have a Material Adverse Effect, except as set forth inor contemplated in the Preliminary Offering Memorandum and theOffering Memorandum (exclusive of any supplement thereto datedafter the date hereof).

Neither the Company nor any Subsidiary is in violation ordefault of (i) any provision of its charter or bylaws, (ii) theterms of any indenture, contract, lease, mortgage, deed of trust,note agreement, loan agreement or other agreement, obligation,condition, covenant or instrument to which it is a party or boundor to which its property is subject, or (iii) any statute, law,rule, regulation, judgment, order or decree of any court,regulatory body, administrative agency, governmental body,arbitrator or other authority having jurisdiction over the Companyor such subsidiary or any of its properties, as applicable, otherthan, in the case of  each clause (ii) and (iii) above, anyviolations or defaults (considered in the aggregate) which couldnot reasonably be expected to have a Material Adverse Effect. Schedule II hereto lists each indenture, contract, lease, mortgage,deed of trust, note agreement, loan agreement or other agreement,obligation, condition, covenant or instrument with respect to whicha default by the Company could reasonably be expected to have aMaterial Adverse Effect.

The Company and the Subsidiaries are (i) in compliance with anyand all applicable foreign, federal, state and local laws andregulations relating to the protection of human health and safety,the environment or hazardous or toxic substances or wastes,pollutants or contaminants (“Environmental Laws”), (ii)have received and are in compliance with all permits, licenses orother approvals required of them under applicable EnvironmentalLaws to conduct their respective businesses and (iii) have notreceived notice of any actual or potential liability for theinvestigation or remediation of any disposal or release ofhazardous or toxic substances or wastes, pollutants orcontaminants, except where such non-compliance with EnvironmentalLaws, failure to receive, or comply with, required permits,licenses or other approvals, or liability would not, individuallyor in the aggregate, have a Material Adverse Effect, except as setforth in or contemplated in the Preliminary Offering Memorandum andthe Offering Memorandum (exclusive of any supplement thereto datedafter the date hereof).  The Company has disclosed in thePreliminary Offering Memorandum and the Offering Memorandum, allsuch actions where it or its Subsidiaries has been named as a“potentially responsible party,” except where suchactions could not reasonably be expected to have, individually orin the aggregate, a Material Adverse Effect.

The Company and the Subsidiaries own, possess, license or haveother rights to use, on reasonable terms, all patents, patentapplications, trade and service marks, trade and service markregistrations, trade names, copyrights, licenses, inventions, tradesecrets, technology, know-how and other intellectual property(collectively, the “Intellectual Property”) necessaryfor the conduct of the Company’s business as nowconducted.  With respect to the Intellectual Property, (a)neither the Company nor any of the Subsidiaries has receivedwritten notice of infringement or misappropriation of or conflictwith asserted rights of others with respect to any IntellectualProperty, except as has been disclosed in the Preliminary OfferingMemorandum and the Offering Memorandum and (b) there is no pendingor threatened action, suit, proceeding or claim by otherschallenging the Company’s or any Subsidiary’s rights inor to any such Intellectual Property, or any facts which wouldrender any Intellectual Property invalid or inadequate to protectthe interest of the Company or any such Subsidiary therein, andwhich infringement, misappropriation or conflict or invalidity orinadequacy, individually or in the aggregate, could reasonably beexpected to result in a Material Adverse Effect.

Except as disclosed in the Preliminary Offering Memorandum andthe Offering Memorandum, the Company does not have any materiallending or other relationship with the Representatives or lendingaffiliate of the Representatives.

Since the date of the most recent financial statements includedor incorporated by reference in the Preliminary Offering Memorandumand the Offering Memorandum (exclusive of any supplement theretodated after the date hereof), there has been no material adversechange in the financial condition, business prospects, results ofoperations, earnings, business or properties of the Company and itssubsidiaries, taken as a whole, whether or not arising fromtransactions in the ordinary course of business, except as setforth in, incorporated by reference in or contemplated in theOffering Memorandum (exclusive of any supplement thereto datedafter the date hereof).

Any certificate signed byany officer of the Company and delivered to the Representatives orcounsel for the Purchasers in connection with the offering of theSecurities shall be deemed a representation and warranty by theCompany, as to matters covered thereby, to eachPurchaser.

# Subject to the terms and conditions herein set forth, theCompany agrees to issue and sell to each of the Purchasers, andeach of the Purchasers agrees, severally and not jointly, topurchase from the Company, the principal amount of each Securitiesset forth opposite the name of such Purchaser in Schedule I hereto,at the purchase price (plus accrued interest, if any, from December3, 2004 until the Time of Delivery) set forth on Schedule Ihereto.

# Upon the authorization by you of the release of the Securities,the several Purchasers propose to offer the Securitiesfor sale uponthe terms and conditions set forth in this Agreement and theOffering Memorandum and each Purchaser hereby represents andwarrants to, and agrees with the Company that:

It will offer and sell the Securities only to: (i) persons whoit reasonably believes are “qualified institutionalbuyers” (“QIBs”) within the meaning of Rule 144Aunder the Act in transactions meeting the requirements of Rule 144Aor, (ii) upon the terms and conditions set forth in Annex I to thisAgreement;

It is an Institutional Accredited Investor; and

It will not offer or sell the Securities by any form of generalsolicitation or general advertising, including but not limited tothe methods described in Rule 502(c) under the Act.

#         The Securities to bepurchased by each Purchaser hereunder will be represented by one ormore definitive global Securities in book-entry form which will bedeposited by or on behalf of the Company with The Depository TrustCompany (“DTC”) or its designated custodian.  TheCompany will deliver the Securities to Goldman, Sachs & Co.,for the account of each Purchaser, against payment by or on behalfof such Purchaser of the purchase price therefor by Federal (sameday) funds, by causing DTC to credit the Securities to the accountof Goldman, Sachs & Co. at DTC.  The Company will causethe certificates representing the Securities to be made availableto Goldman, Sachs & Co. for checking at least twenty-four hoursprior to the Time of Delivery at the office of DTC or itsdesignated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m.,New York City time, on December 3, 2004 or such other time and dateas the Representatives and the Company may agree upon inwriting.  Such time and date are herein called the “Timeof Delivery”.

## The documents to be delivered at the Time of Delivery by or onbehalf of the parties hereto pursuant to Section 7 hereof,including the cross-receipt for the Securities and any additionaldocuments requested by the Purchasers in accordance with thisAgreement, will be delivered at such time and date at the officesof Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NewYork 10005 (the “Closing Location”), and the Securitieswill be delivered at the Designated Office, all at the Time ofDelivery.  A meeting will be held at the Closing Location nolater than 8:00 p.m., New York City time, on the New York BusinessDay next preceding the Time of Delivery, at which meeting the finaldrafts of the documents to be delivered pursuant to the precedingsentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York BusinessDay” shall mean each Monday, Tuesday, Wednesday, Thursday andFriday which is not a day on which banking institutions in New Yorkare generally authorized or obligated by law or executive order toclose.

# The Company agrees with each of the Purchasers:

To prepare the Preliminary Offering Memorandum and OfferingMemorandum in a form approved by you; to make no amendment or anysupplement to the Preliminary Offering Memorandum or OfferingMemorandum which shall be disapproved by you promptly afterreasonable notice thereof; and to furnish you with copiesthereof;

Promptly from time to time to take such action as you mayreasonably request to qualify the Securities for offering and saleunder the securities laws of such jurisdictions as you may requestand to comply with such laws so as to permit the continuance ofsales and dealings therein in such jurisdictions for as long as maybe necessary to complete the distribution of the Securities,provided that in connection therewith the Company shall not berequired to qualify as a foreign corporation or to file a generalconsent to service of process in any jurisdiction;

To furnish the Purchasers with an electronic copy of thePreliminary Offering Memorandum and electronic and physical printedcopies of the Offering Memorandum and each amendment or supplementthereto in such quantities as you may from time to time reasonablyrequest, and if, at any time prior to the earlier of (i) theexpiration of nine months after the date of the Offering Memorandumor (ii) such time as all of the Securities have been exchanged forExchange Securities, any event shall have occurred as a result ofwhich the Offering Memorandum as then amended or supplemented wouldinclude an untrue statement of a material fact or omit to state anymaterial fact necessary in order to make the statements therein, inthe light of the circumstances under which they were made when suchOffering Memorandum is delivered, not misleading, or, if for anyother reason it shall be necessary or desirable during such sameperiod to amend or supplement the Offering Memorandum, to notifyyou and upon your request to prepare and furnish without charge toeach Purchaser and to any dealer in securities as many writtenand electronic copies as you may from time totime reasonably request of an amended Offering Memorandum or asupplement to the Offering Memorandum which will correct suchstatement or omission or effect such compliance;

From the date hereof until the Time of Delivery, not to, and tocause its subsidiaries or other affiliates over which the Companyexercises management or voting control, and any person acting onthe Company’s behalf, not to, without the prior writtenconsent of the Representatives, offer, sell, contract to sell orotherwise dispose of, except as provided hereunder, any securitiesof the Company that are substantially similar to theSecurities.

Not to be or become, at any time prior to the expiration of twoyears after the Time of Delivery, an open-end investment company,unit investment trust, closed-end investment company or face-amountcertificate company that is or is required to be registered underSection 8 of the Investment Company Act;

At any time when the Company is not subject to Section 13 or15(d) of the Exchange Act, for the benefit of holders from time totime of Securities, to furnish at its expense, upon request, toholders of Securities and prospective purchasers of securitiesinformation (the “Additional Issuer Information”)satisfying the requirements of subsection (d)(4)(i) of Rule 144Aunder the Act;

To furnish to the holders of the Securities as soon aspracticable after the end of each fiscal year an annual report(including a balance sheet and statements of income, stockholders'equity and cash flows of the Company and its consolidatedsubsidiaries certified by independent public accountants) and, assoon as practicable after the end of each of the first threequarters of each fiscal year (beginning with the fiscal quarterending after the date of the Offering Memorandum), to makeavailable to its stockholders consolidated summary financialinformation of the Company and its subsidiaries for such quarter inreasonable detail (it being understood that all reports or othercommunications filed by means of the Commission’s ElectronicData Gathering and Retrieval system shall be deemed to have beendelivered to you as required by this section);

During a period of three years from the date of the OfferingMemorandum, to furnish to you copies of all reports or othercommunications (financial or other) furnished to stockholders ofthe Company, and to deliver to you as soon as they are available,copies of any reports and financial statements furnished to orfiled with the Commission or any securities exchange on which theSecurities or any class of securities of the Company is listed (itbeing understood that all reports or other communications filed bymeans of the Commission’s Electronic Data Gathering andRetrieval system shall be deemed to have been delivered to you asrequired by this section);

During the period of two years after the Time of Delivery, theCompany will not, and will not permit any of its“affiliates” (as defined in Rule 144 under theSecurities Act) to, resell any of the Securities which constitute“restricted securities” under Rule 144 that have beenreacquired by any of them;

The Company shall file and use its best efforts to cause to bedeclared or become effective under the Securities Act, on or priorto 180 days after the Time of Delivery, a registration statement onForm S-4 providing for the registration of several series of debtsecurities of the Company, with terms identical to the Securities(the “Exchange Securities”), and the exchange of theSecurities for the Exchange Securities, all in a manner which willpermit persons who acquire the Exchange Securities to resell theExchange Securities pursuant to Section 4(1) of the Act, subject tocompliance with applicable Commission policy as in effect on thedate of this Agreement enunciated in Morgan Stanley and Co.,Inc. (available June 5, 1991) and Exxon Capital HoldingsCorporation (available May 13, 1988), as interpreted in theCommission’s letter to Shearman & Sterling datedJuly 2, 1993, and similar no-action letters; and

To use the net proceeds received by it from the sale of theSecurities pursuant to this Agreement in the manner specified inthe Offering Memorandum under the caption “Use ofProceeds.”

# The Company covenants and agrees with the several Purchasersthat the Company will pay or cause to be paid the following: (i)the fees, disbursements and expenses of the Company's counsel andaccountants in connection with the issue of the Securities and allother expenses in connection with the preparation, printing andfiling of the Preliminary Offering Memorandum and the OfferingMemorandum and any amendments and supplements thereto and themailing and delivering of copies thereof to the Purchasers anddealers; (ii) the cost of printing or producing any Agreement amongPurchasers, this Agreement, the Indenture, the Securities, theRegistration Rights Agreement, any Blue Sky and legal investmentsurveys, closing documents (including any compilations thereof) andany other documents in connection with the offering, purchase, saleand delivery of the Securities; (iii) all expenses in connectionwith the qualification of the Securities for offering and saleunder state securities laws as provided in Section 5(b) hereof,including the fees and disbursements of counsel for the Purchasersin connection with such qualification and in connection with theBlue Sky and legal investment surveys; (iv) any fees charged bysecurities rating services for rating the Securities; (v) the costof preparing the Securities; (vi) the fees and expenses of theTrustee and any agent of the Trustee and the fees and disbursementsof counsel for the Trustee in connection with the Indenture and theSecurities; and (vii) all other costs and expenses incident to theperformance of its obligations hereunder which are not otherwisespecifically provided for in this Section.  It is understood,however, that, except as provided in this Section, and Sections 8and 11 hereof, the Purchasers will pay all of their own costs andexpenses, including the fees of their counsel, transfer taxes onresale of any of the Securities by them, and any advertisingexpenses connected with any offers they may make.

# The obligations of the Purchasers hereunder shall be subject,in their discretion, to the condition that all representations andwarranties and other statements of the Company herein are, at andas of the Time of Delivery, true and correct, the condition thatthe Company shall have performed all of its obligations hereundertheretofore to be performed, and the following additionalconditions:

Cahill Gordon & Reindel LLP, counsel for the Purchasers,shall have furnished to you such opinion or opinions as you mayreasonably request, and such counsel shall have received suchpapers and information as they may reasonably request to enablethem to pass upon such matters;

Morrison & Foerster LLP, counsel for the Company, shall havefurnished to you their written opinion, dated the Time of Delivery,in form and substance satisfactory to you, to the effect that:

This Agreement has been duly authorized, executed and deliveredby the Company;

Assuming due authentication of the Securities by the Trustee inaccordance with the Indenture, the Securities have been dulyauthorized, executed, issued and delivered and constitute valid andlegally binding obligations of the Company entitled to the benefitsprovided by the Indenture****subject, as to enforcement, tobankruptcy, insolvency, reorganization and other laws of generalapplicability relating to or affecting creditors’ rights andto general equity principles; and the Securities and theIndentureconform to the descriptions thereof in the OfferingMemorandum;

The Indenture****has been duly authorized, executed anddelivered by the Company and, assuming due authorization, executionand delivery thereof by the Trustee, constitutes a valid andlegally binding instrument, enforceable in accordance with itsterms, subject, as to enforcement, to bankruptcy, insolvency,reorganization and other laws of general applicability relating toor affecting creditors' rights and to general equityprinciples;

The Registration Rights Agreement****has been dulyauthorized, executed and delivered by the Company and, assuming dueauthorization, execution and delivery thereof by theRepresentatives, constitutes a valid and legally bindinginstrument, enforceable in accordance with its terms, subject, asto enforcement, to bankruptcy, insolvency, reorganization and otherlaws of general applicability relating to or affecting creditors'rights and to general equity principles and to the possibilitypublic policy limitations on rights to indemnification orcontribution;

The statements set forth in the Offering Memorandum underthecaption “Description of Notes”, insofar as they purportto constitute a summary of the terms of the Securities, theIndenture and the Registration Rights Agreement, under the caption“Material Federal Income Tax Considerations”, insofaras they purport to describe the provisions of the laws anddocuments referred to therein, are accurate, complete and fair;

No registration of the Securities****under the Act, and noqualification of an indenture under the United States TrustIndenture Act of 1939 with respect thereto, is required for theoffer, sale and initial resale of the Securities by the Purchasersin the manner contemplated by this Agreement; and

The Company is not an “investment company”, as suchterm is defined in the Investment Company Act.

In addition, such counselshall state that, based upon conferences with the Representatives,the Company’s representatives and the Company’saccountants concerning the Offering Memorandum, and suchcounsel’s consideration of the matters required to be statedtherein and the statements contained therein (although such counselmay state that it has not independently verified the accuracy,completeness or fairness of such statements), nothing has come tosuch counsel’s attention that leads such counsel to believethat the Offering Memorandum (or any supplement thereto) as of thedate of the Offering Memorandum (or any such supplement) and as ofthe Time of Delivery, contained or contains an untrue statement ofa material fact or omitted or omits to state any material factnecessary in order to make the statements therein, in the light ofthe circumstances under which they were made, not misleading (otherthan the financial statements (including the notes thereto),supporting schedules and other financial andstatistical information derived therefrom).

The Senior Vice President – General Counsel for theCompany, shall have furnished to you his written opinion, dated theTime of Delivery, in form and substance satisfactory to you, to theeffect that:

The Company has been duly incorporated and is validly existingas a corporation in good standing under the laws of the State ofDelaware, with power and authority (corporate and other) to own itsproperties and conduct its business as described in the OfferingMemorandum;

The Company has an authorized capitalization as set forth in theOffering Memorandum.

The Company has been duly qualified as a foreign corporation forthe transaction of business and is in good standing under the lawsof each other jurisdiction in which it owns or leases properties orconducts any business so as to require such qualification, or issubject to no material liability or disability by reason of thefailure to be so qualified in any such jurisdiction (such counselbeing entitled to rely in respect of the opinion in this clauseupon opinions of local counsel and in respect of matters of factupon certificates of officers of the Company, provided that suchcounsel shall state that they believe that both you and they arejustified in relying upon such opinions and certificates);

Each Subsidiary of the Company has been duly incorporated and isvalidly existing as a corporation in good standing under the lawsof its jurisdiction of incorporation; and all of the issued sharesof capital stock of each such Subsidiary have been duly and validlyauthorized and issued, are fully paid and non‑assessable, and(except for directors' qualifying shares) are owned directly orindirectly by the Company, free and clear of all liens,encumbrances, equities or claims (such counsel being entitled torely in respect of the opinion in this clause upon opinions oflocal counsel and in respect of matters of fact upon certificatesof officers of the Company or its subsidiaries, provided that suchcounsel shall state that they believe that both you and they arejustified in relying upon such opinions and certificates);

To the best of such counsel's knowledge and other than as setforth in the Offering Memorandum, there are no legal orgovernmental proceedings pending to which the Company or any of itssubsidiaries is a party or of which any property of the Company orany of its subsidiaries is the subject which, if determinedadversely to the Company or any of its subsidiaries, wouldindividually or in the aggregate have a Material Adverse Effect;and, to the best of such counsel's knowledge, no such proceedingsare threatened or contemplated by governmental authorities orthreatened by others;

The issue and sale of the Securities and the compliance by theCompany with all of the provisions of the Securities, theIndenture, the Registration Rights Agreement and this Agreement andthe consummation of the transactions herein and thereincontemplated will not conflict with or result in a breach orviolation of any of the terms or provisions of, or constitute adefault under, any indenture, mortgage, deed of trust, loanagreement or other agreement or instrument that the Company isrequired to file as an exhibit to its Form 10-K or that isotherwise listed on Schedule II hereto (collectively,“Material Contracts”), except where such breach,violation or default could not reasonably be expected to have,individually or in the aggregate, a Material Adverse Effect, norwill such actions result in any violation of the provisions of theCertificate of Incorporation or Bylaws of the Company or anystatute or any order, rule or regulation of any court orgovernmental agency or body having jurisdiction over the Company orany of its subsidiaries or any of their properties;

No consent, approval, authorization, order, registration orqualification of or with any such court or governmental agency orbody is required for the issue and sale of the Securities or theconsummation by the Company of the transactions contemplated bythis Agreement, the Indenture or the Registration Rights Agreement,except for the registration of the Securities and/or the ExchangeSecurities under the Act as contemplated by the Registration RightsAgreement and such consents, approvals, authorizations,registrations or qualifications as may be required under statesecurities or Blue Sky laws in connection with the purchase anddistribution of the Securities by the Purchasers;

Neither the Company nor any of its Subsidiaries is in violationof (A) its  Certificate of Incorporation, (B) its Bylaws or(C) in default in the performance or observance of any MaterialContract, except, in the case of (C), where such default could notreasonably be expected to have, individually or in the aggregate, aMaterial Adverse Effect; and

The Exchange Act Reports (other than the financial statementsand related schedules therein, as to which such counsel needexpress no opinion), when they were filed with the Commission,complied as to form in all material respects with the requirementsof the Exchange Act, and the rules and regulations of theCommission thereunder.

In addition, such counselshall state that nothing has come to such counsel’s attentionthat leads such counsel to believe that the Offering Memorandum (orany supplement thereto) as of the date of the Offering Memorandum(or any such supplement) and as of the Time of Delivery, containedor contains an untrue statement of a material fact or omitted oromits to state any material fact necessary in order to make thestatements therein, in the light of the circumstances under whichthey were made, not misleading (other than the financial statements(including the notes thereto), supporting schedules and otherfinancial and statistical information derivedtherefrom).

On the date of the Offering Memorandum prior to the execution ofthis Agreement and also at the Time of Delivery, each of Ernst& Young LLP and Deloitte & Touche LLP shall have furnishedto you a letter or letters, dated the respective dates of deliverythereof, in form and substance satisfactory to you and yourcounsel;

  Neither the Company nor any of its subsidiaries shallhave sustained since the date of the latest audited financialstatements included in the Offering Memorandum any loss orinterference with its business from fire, explosion, flood or othercalamity, whether or not covered by insurance, or from any labordispute or court or governmental action, order or decree, otherwisethan as set forth or contemplated in the Offering Memorandum, and(ii) since the respective dates as of which information is given inthe Offering Memorandum there shall not have been any change in thecapital stock or long‑term debt of the Company or any of itssubsidiaries or any change, or any development involving aprospective change, in or affecting the general affairs,management, financial position, stockholders' equity or results ofoperations of the Company and its subsidiaries, otherwise than asset forth or contemplated in the Offering Memorandum, the effect ofwhich, in any such case described in clause (i) or (ii), is in thejudgment of the Representatives so material and adverse as to makeit impracticable or inadvisable to proceed with the public offeringor the delivery of the Securities on the terms and in the mannercontemplated in this Agreement and  in the OfferingMemorandum;

On or after the date hereof (i) no downgrading shall haveoccurred in the rating accorded the Company's debt securities byany “nationally recognized statistical ratingorganization”, as that term is defined by the Commission forpurposes of Rule 436(g)(2) under the Act, and (ii) no suchorganization shall have issued a public announcement that it hasunder surveillance or review, with possible negative implications,its rating of any of the Company's debt securities;

On or after the date hereof there shall not have occurred any ofthe following: (i) a suspension or material limitation in tradingin securities generally on the New York Stock Exchange; (ii) asuspension or material limitation in trading in the Company’ssecurities on the New York Stock Exchange; (iii) a generalmoratorium on commercial banking activities declared by eitherFederal or New York State authorities or a material disruption incommercial banking or securities settlement or clearance servicesin the United States; (iv) the outbreak or escalation ofhostilities involving the United States or the declaration by theUnited States of a national emergency or war; or (v) the occurrenceof any other calamity or crisis or any change in financial,political or economic conditions in the United States or elsewhere,if the effect of any such event specified in clause (iv) or (v) inthe judgment of the Representatives makes it impracticable orinadvisable to proceed with the public offering or the delivery ofthe Securities on the terms and in the manner contemplated in theOffering Memorandum;

The Company shall have furnished or caused to be furnished toyou at the Time of Delivery certificates of officers of the Companysatisfactory to you as to the accuracy of the representations andwarranties of the Company herein at and as of such Time ofDelivery, as to the performance by the Company of all of itsobligations hereunder to be performed at or prior to such Time ofDelivery, as to the matters set forth in subsections (e) and (f) ofthis Section and as to such other matters as you may reasonablyrequest.

#   The Company will indemnify and hold harmless eachPurchaser against any losses, claims, damages or liabilities, jointor several, to which such Purchaser may become subject, under theAct or otherwise, insofar as such losses, claims, damages orliabilities (or actions in respect thereof) arise out of or arebased upon an untrue statement or alleged untrue statement of amaterial fact contained in any Preliminary Offering Memorandum orthe Offering Memorandum, or any amendment or supplement thereto, orarise out of or are based upon the omission or alleged omission tostate therein a material fact necessary to make the statementstherein not misleading, and will reimburse each Purchaser for anylegal or other expenses reasonably incurred by such Purchaser inconnection with investigating or defending any such action or claimas such expenses are incurred; *provided*, *however*,that the Company shall not be liable in any such case to the extentthat any such loss, claim, damage or liability arises out of or isbased upon an untrue statement or alleged untrue statement oromission or alleged omission made in****any Preliminary OfferingMemorandum or the Offering Memorandum or any such amendment orsupplement in reliance upon and in conformity with writteninformation furnished to the Company by any Purchaser through theRepresentatives expressly for use therein.

## Each Purchaser will indemnify and hold harmless the Companyagainst any losses, claims, damages or liabilities to which theCompany may become subject, under the Act or otherwise, insofar assuch losses, claims, damages or liabilities (or actions in respectthereof) arise out of or are based upon an untrue statement oralleged untrue statement of a material fact contained in anyPreliminary Offering Memorandum or the Offering Memorandum, or anyamendment or supplement thereto, or arise out of or are based uponthe omission or alleged omission to state therein a material factor necessary to make the statements therein not misleading, in eachcase to the extent, but only to the extent, that such untruestatement or alleged untrue statement or omission or allegedomission was made in any Preliminary Offering Memorandum or theOffering Memorandum or any such amendment or supplement in relianceupon and in conformity with written information furnished to theCompany by such Purchaser through the Representatives expressly foruse therein; and will reimburse the Company for any legal or otherexpenses reasonably incurred by the Company in connection withinvestigating or defending any such action or claim as suchexpenses are incurred.

## Promptly after receipt by an indemnified party under subsection(a) or (b) above of notice of the commencement of any action, suchindemnified party shall, if a claim in respect thereof is to bemade against the indemnifying party under such subsection, notifythe indemnifying party in writing of the commencement thereof; butthe omission so to notify the indemnifying party shall not relieveit from any liability which it may have to any indemnified partyotherwise than under such subsection.  In case any such actionshall be brought against any indemnified party and it shall notifythe indemnifying party of the commencement thereof, theindemnifying party shall be entitled to participate therein and, tothe extent that it shall wish, jointly with any other indemnifyingparty similarly notified, to assume the defense thereof, withcounsel satisfactory to such indemnified party (who shall not,except with the consent of the indemnified party, be counsel to theindemnifying party), and, after notice from the indemnifying partyto such indemnified party of its election so to assume the defensethereof, the indemnifying party shall not be liable to suchindemnified party under such subsection for any legal expenses ofother counsel or any other expenses, in each case subsequentlyincurred by such indemnified party, in connection with the defensethereof other than reasonable costs of investigation.  Noindemnifying party shall, without the written consent of theindemnified party, effect the settlement or compromise of, orconsent to the entry of any judgment with respect to, any pendingor threatened action or claim in respect of which indemnificationor contribution may be sought hereunder (whether or not theindemnified party is an actual or potential party to such action orclaim) unless such settlement, compromise or judgment (i) includesan unconditional release of the indemnified party from allliability arising out of such action or claim and (ii) does notinclude a statement as to, or an admission of, fault, culpabilityor a failure to act, by or on behalf of any indemnified party.

## If the indemnification provided for in this Section 8 isunavailable to or insufficient to hold harmless an indemnifiedparty under subsection (a) or (b) above in respect of any losses,claims, damages or liabilities (or actions in respect thereof)referred to therein, then each indemnifying party shall contributeto the amount paid or payable by such indemnified party as a resultof such losses, claims, damages or liabilities (or actions inrespect thereof) in such proportion as is appropriate to reflectthe relative benefits received by the Company on the one hand andthe Purchasers on the other from the offering of theSecurities.  If, however, the allocation provided by theimmediately preceding sentence is not permitted by applicable lawor if the indemnified party failed to give the notice requiredunder subsection (c) above, then each indemnifying party shallcontribute to such amount paid or payable by such indemnified partyin such proportion as is appropriate to reflect not only suchrelative benefits but also the relative fault of the Company on theone hand and the Purchasers on the other in connection with thestatements or omissions which resulted in such losses, claims,damages or liabilities (or actions in respect thereof), as well asany other relevant equitable considerations.  The relativebenefits received by the Company on the one hand and the Purchaserson the other shall be deemed to be in the same proportion as thetotal net proceeds from the offering (before deducting expenses)received by the Company bear to the total underwriting discountsand commissions received by the Purchasers, in each case as setforth in the Offering Memorandum.  The relative fault shall bedetermined by reference to, among other things, whether the untrueor alleged untrue statement of a material fact or the omission oralleged omission to state a material fact relates to informationsupplied by the Company on the one hand or the Purchasers on theother and the parties' relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement oromission.  The Company and the Purchasers agree that it wouldnot be just and equitable if contribution pursuant to thissubsection (d) were determined by pro rata allocation (even if thePurchasers were treated as one entity for such purpose) or by anyother method of allocation which does not take account of theequitable considerations referred to above in this subsection(d).  The amount paid or payable by an indemnified party as aresult of the losses, claims, damages or liabilities (or actions inrespect thereof) referred to above in this subsection (d) shall bedeemed to include any legal or other expenses reasonably incurredby such indemnified party in connection with investigating ordefending any such action or claim.  Notwithstanding theprovisions of this subsection (d), no Purchaser shall be requiredto contribute any amount in excess of the amount by which the totalprice at which the Securities underwritten by it and distributed toinvestors were offered to investors exceeds the amount of anydamages which such Purchaser has otherwise been required to pay byreason of such untrue or alleged untrue statement or omission oralleged omission. The Purchasers' obligations in this subsection(d) to contribute are several in proportion to their respectiveunderwriting obligations and not joint.

## The obligations of the Company under this Section 8 shall be inaddition to any liability which the Company may otherwise have andshall extend, upon the same terms and conditions, to each person,if any, who controls any Purchaser within the meaning of the Act;and the obligations of the Purchasers under this Section 8 shall bein addition to any liability which the respective Purchasers mayotherwise have and shall extend, upon the same terms andconditions, to each officer and director of the Company and to eachperson, if any, who controls the Company within the meaning of theAct.

#   If any Purchaser shall default in its obligation topurchase the Securities which it has agreed to purchase hereunder,you may in your discretion arrange for you or another party orother parties to purchase such Securities on the terms containedherein.  If within thirty‑six hours after such defaultby any Purchaser you do not arrange for the purchase of suchSecurities, then the Company shall be entitled to a further periodof thirty‑six hours within which to procure another party orother parties satisfactory to you to purchase such Securities onsuch terms.  In the event that, within the respectiveprescribed periods, you notify the Company that you have soarranged for the purchase of such Securities, or the Companynotifies you that it has so arranged for the purchase of suchSecurities, you or the Company shall have the right to postpone theTime of Delivery for a period of not more than seven days, in orderto effect whatever changes may thereby be made necessary in theOffering Memorandum, or in any other documents or arrangements, andthe Company agrees to prepare promptly any amendments to theOffering Memorandum which in your opinion may thereby be madenecessary.  The term “Purchaser” as used in thisAgreement shall include any person substituted under this Sectionwith like effect as if such person had originally been a party tothis Agreement with respect to such Securities.

## If, after giving effect to any arrangements for the purchase ofthe Securities of a defaulting Purchaser or Purchasers by you andthe Company as provided in subsection (a) above, the aggregateprincipal amount of such Securities which remains unpurchased doesnot exceed one‑eleventh of the aggregate principal amount ofall the Securities, then the Company shall have the right torequire each non‑defaulting Purchaser to purchase theprincipal amount of Securities which such Purchaser agreed topurchase hereunder and, in addition, to require eachnon‑defaulting Purchaser to purchase its pro rata share(based on the principal amount of Securities which such Purchaseragreed to purchase hereunder) of the Securities of such defaultingPurchaser or Purchasers for which such arrangements have not beenmade; but nothing herein shall relieve a defaulting Purchaser fromliability for its default.

## If, after giving effect to any arrangements for the purchase ofthe Securities****of a defaulting Purchaser or Purchasers by youand the Company as provided in subsection (a) above, the aggregateprincipal amount of Securities which remains unpurchased exceedsone‑eleventh of the aggregate principal amount of all theSecurities, or if the Company shall not exercise the rightdescribed in subsection (b) above to require non‑defaultingPurchasers to purchase Securities of a defaulting Purchaser orPurchasers, then this Agreement shall thereupon terminate, withoutliability on the part of any non‑defaulting Purchaser or theCompany, except for the expenses to be borne by the Company and thePurchasers as provided in Section 6 hereof and the indemnity andcontribution agreements in Section 8 hereof; but nothing hereinshall relieve a defaulting Purchaser from liability for itsdefault.

# The respective indemnities, agreements, representations,warranties and other statements of the Company and the severalPurchasers, as set forth in this Agreement or made by or on behalfof them, respectively, pursuant to this Agreement, shall remain infull force and effect, regardless of any investigation (or anystatement as to the results thereof) made by or on behalf of anyPurchaser or any controlling person of any Purchaser, or theCompany, or any officer or director or controlling person of theCompany, and shall survive delivery of and payment for theSecurities.

# If this Agreement shall be terminated pursuant to Section 9hereof, the Company shall not then be under any liability to anyPurchaser except as provided in Sections 6 and 8 hereof; but, iffor any other reason, the Securities are not delivered by or onbehalf of the Company as provided herein, the Company willreimburse the Purchasers through you for allout‑of‑pocket expenses approved in writing by you,including fees and disbursements of counsel, reasonably incurred bythe Purchasers in making preparations for the purchase, sale anddelivery of the Securities, but the Company shall then be under nofurther liability to any Purchaser except as provided in Sections 6and 8 hereof.

# In all dealings hereunder, you shall act on behalf of each ofthe Purchasers, and the parties hereto shall be entitled to act andrely upon any statement, request, notice or agreement on behalf ofany Purchaser made or given by you jointly.

All statements, requests,notices and agreements hereunder shall be in writing, and if to thePurchasers shall be delivered or sent by mail, telex or facsimiletransmission to you as the representatives in care of Goldman,Sachs & Co., 85 Broad Street, New York, New York 10004,Attention: Registration Department; and if to the Company shall bedelivered or sent by mail, telex or facsimile transmission to theaddress of the Company set forth in the Offering Memorandum,Attention: General Counsel; *provided*, *however*, thatany notice to a Purchaser pursuant to Section 8(c) hereof shall bedelivered or sent by mail, telex or facsimile transmission to suchPurchaser at its address set forth in its Purchasers'Questionnaire, or telex constituting such Questionnaire, whichaddress will be supplied to the Company by you upon request. Any such statements, requests, notices or agreements shall takeeffect upon receipt thereof.

# This Agreement shall be binding upon, and inure solely to thebenefit of, the Purchasers, the Company and, to the extent providedin Sections 8 and 10 hereof, the officers and directors of theCompany and each person who controls the Company or any Purchaser,and their respective heirs, executors, administrators, successorsand assigns, and no other person shall acquire or have any rightunder or by virtue of this Agreement. No purchaser of any of theSecurities from any Purchaser shall be deemed a successor or assignby reason merely of such purchase.

# Time shall be of the essence of this Agreement.

# **This Agreement shall be governed by and construed inaccordance with the laws of the State of New York.**

# This Agreement may be executed by any one or more of theparties hereto in any number of counterparts, each of which shallbe deemed to be an original, but all such respective counterpartsshall together constitute one and the same instrument.

# The Company is authorized, subject to applicable law, todisclose any and all aspects of this potential transaction that arenecessary to support any U.S. federal income tax benefits expectedto be claimed with respect to such transaction, and all materialsof any kind (including tax opinions and other tax analyses) relatedto those benefits, without the Purchasers imposing any limitationof any kind.

If the foregoing is inaccordance with your understanding, please sign and return to uscounterparts hereof, and upon the acceptance hereof by you, onbehalf of each of the Purchasers, this letter and such acceptancehereof shall constitute a binding agreement between each of thePurchasers and the Company.  It is understood that youracceptance of this letter on behalf of each of the Purchasers ispursuant to the authority set forth in a form of Agreement amongPurchasers, the form of which shall be submitted to the Company forexamination upon request, but without warranty on your part as tothe authority of the signers thereof.

Very trulyyours,

THE CLOROXCOMPANY

By:/s/ Charles R.Conradi                           Name: Charles R.Conradi      Title: Vice President - Tax andTreasurer

Accepted as of the date hereof:Citigroup Global Markets Inc.By:  /s/ H. AllenBouch                                   

       Name: H. Allen Bouch       Title: ManagingDirectorGoldman, Sachs & Co.By:  /s/(illegible)                                            

       (Goldman,Sachs & Co.)J.P. Morgan Securities Inc.By:  /s/ RobertBottamedi                                

       Name:Robert Bottamedi       Title: VicePresident           On behalf of each of the Purchasers.

**SCHEDULEI**
| **Series of Securities**                                                                      | **Purchase Price**      | **Purchaser**                          | **Principal Amount ofSeries to be Purchased** |
|-----------------------------------------------------------------------------------------------|-------------------------|----------------------------------------|-----------------------------------------------|
| **Floating Rate Notesdue**

**        December 2007** | ****

**99.650%**       | ****                                   |                                               |
|                                                                                               |                         | Citigroup Global MarketsInc.           | $135,833,000.00                               |
|                                                                                               |                         | Goldman, Sachs &Co.                | $135,834,000.00                               |
|                                                                                               |                         | J.P. Morgan SecuritiesInc.             | $135,833,000.00                               |
|                                                                                               |                         | Banc of America SecuritiesLLC          | $21,250,000.00                                |
|                                                                                               |                         | Wachovia Capital Markets,LLC           | $21,250,000.00                                |
|                                                                                               |                         | BNP Paribas SecuritiesCorp.            | $12,500,000.00                                |
|                                                                                               |                         | ING Financial MarketsLLC               | $10,000,000.00                                |
|                                                                                               |                         | Morgan Stanley & Co.Incorporated   | $10,000,000.00                                |
|                                                                                               |                         | Calyon Securities (USA)Inc.            | $6,250,000.00                                 |
|                                                                                               |                         | Mitsubishi SecuritiesInternational plc | $6,250,000.00                                 |
|                                                                                               |                         | Robert Van Securities,Inc.             | $5,000,000.00                                 |
|                                                                                               |                         |                                        |                                               |
| **4.20% Senior Notesdue**

**        January 2010**   | ****

** 99.312%** | ****                                   |                                               |
|                                                                                               |                         | Citigroup Global MarketsInc.           | $156,209,000.00                               |
|                                                                                               |                         | Goldman, Sachs &Co.                | $156,208,000.00                               |
|                                                                                               |                         | J.P. Morgan SecuritiesInc.             | $156,208,000.00                               |
|                                                                                               |                         | Banc of America SecuritiesLLC          | $24,438,000.00                                |
|                                                                                               |                         | Wachovia Capital Markets,LLC           | $24,437,000.00                                |
|                                                                                               |                         | BNP Paribas SecuritiesCorp.            | $14,375,000.00                                |
|                                                                                               |                         | ING Financial MarketsLLC               | $11,500,000.00                                |
|                                                                                               |                         | Morgan Stanley & Co.Incorporated   | $11,500,000.00                                |
|                                                                                               |                         | Calyon Securities (USA)Inc.            | $7,188,000.00                                 |
|                                                                                               |                         | Mitsubishi SecuritiesInternational plc | $7,187,000.00                                 |
|                                                                                               |                         | Robert Van Securities,Inc.             | $5,750,000.00                                 |
|                                                                                               |                         |                                        |                                               |
| **5.00% Senior Notesdue**

**         January 2015**  | ****

**99.035%**       | ****                                   |                                               |
|                                                                                               |                         | Citigroup Global MarketsInc.           | $156,208,000.00                               |
|                                                                                               |                         | Goldman, Sachs &Co.                | $156,208,000.00                               |
|                                                                                               |                         | J.P. Morgan SecuritiesInc.             | $156,209,000.00                               |
|                                                                                               |                         | Banc of America SecuritiesLLC          | $24,437,000.00                                |
|                                                                                               |                         | Wachovia Capital Markets,LLC           | $24,438,000.00                                |
|                                                                                               |                         | BNP Paribas SecuritiesCorp.            | $14,375,000.00                                |
|                                                                                               |                         | ING Financial MarketsLLC               | $11,500,000.00                                |
|                                                                                               |                         | Morgan Stanley & Co.Incorporated   | $11,500,000.00                                |
|                                                                                               |                         | Calyon Securities (USA)Inc.            | $7,187,000.00                                 |
|                                                                                               |                         | Mitsubishi SecuritiesInternational plc | $7,188,000.00                                 |
|                                                                                               |                         | Robert Van Securities,Inc.             | $5,750,000.00                                 |
|                                                                                               |                         |                                        |                                               |

**SCHEDULEII**

****

**Material Contracts**

Long-Term Compensation Program dated October 21, 1987, amendedNovember 17, 1993, which was adopted by the shareholders at theCompany’s annual meeting of shareholders on November 17,1993;

Agreement between Henkel KGaA and the Company dated June l8,l981;

Agreement between Henkel GmbH (now Henkel KGaA) and the Companydated July 3l, l974;

Agreement between Henkel KGaA and the Company dated July 16,1986;

Agreement between Henkel KGaA and the Company dated March 18,1987;

Supplemental Executive Retirement Plan Restated;

1993 Directors’ Stock Option Plan dated November 17, 1993,which was adopted by the shareholders at the Company’s annualmeeting of shareholders on November 17, 1993;

Officer Employment Agreement (form);

Officer Employment Agreement (form);

Officer Change of Control Employment Agreement (form);

Officer Change of Control Employment Agreement (form);

Non-Qualified Deferred Compensation Plan adopted as of January1, 1996 and amended and restated as of July 20, 2004;

The Clorox Company 1995 Performance Unit Plan;

The Clorox Company 1996 Stock Incentive Plan, which was adoptedby the shareholders at the Company’s annual meeting ofshareholders on November 28, 2001, amended and restated as of July20, 2004;

The Clorox Company Executive Incentive Compensation Plan,adopted in 1996, re-adopted in 2001, and amended and restated as ofJuly 20, 2004;

The Clorox Company Independent Directors’ Stock-BasedCompensation Plan;

Agreement between Henkel KGaA and the Company dated November 2,1999;

The Clorox Company Annual Incentive Plan (formerly named TheClorox Company Management Incentive Compensation Plan), amended andrestated as of July 20, 2004;

Agreement between The Clorox Company and G. Craig Sullivan,dated effective as of November 1, 2001;

Agreement between HC Investments, Inc. and the Company datedJuly 16, 2003;

The Clorox Company 1996 Stock Incentive Plan Restricted StockUnit Award Agreement entered into by The Clorox Company and GeraldE. Johnston, dated effective as of July 15, 2003;

The Severance Pay Plan for Level 2 and Level 3 Executiveseffective as of July 1, 2004;

Share Exchange Agreement dated as of October 6, 2004 by andamong the Company, Henkel KGaA and HC Investments, Inc.;

The Company’s 1993 Directors' Stock Option Plan as amendedand restated September 15, 2004;

Form of Option Award under the Company’s 1993 Directors'Stock Option Plan as amended and restated September 15, 2004;

The Company’s 1996 Stock Incentive Plan as amended andrestated September 15, 2004;

Form of Option Award under the Company’s 1996 StockIncentive Plan as amended and restated September 15, 2004;

Form of Performance Unit Award under the Company’s 1996Stock Incentive Plan as amended and restated September 15,2004;

Form of Award under the Company’s Executive IncentiveCompensation Plan, adopted in 1996, re-adopted in 2001, and amendedand restated as of July 20, 2004;

Commercial Paper Dealer Agreement between The Clorox Company, asIssuer and Banc of America Securities LLC, as Dealer;

Commercial Paper Dealer Agreement between The Clorox Company, asIssuer and Citigroup Global Markets Inc., as Dealer;

Commercial Paper Dealer Agreement between The Clorox Company, asIssuer and Goldman, Sachs & Co., as Dealer;

Commercial Paper Dealer Agreement between The Clorox Company, asIssuer and J. P. Morgan Securities Inc., as Dealer;

Issuing and Paying Agency Agreement by and between The CloroxCompany and JPMorgan Trust Company, National Association; and

$2.1 billion Credit Agreement entered into among the Company,JPMorgan Chase Bank, N.A. as Administrative Agent and Bank,Citicorp North America, Inc. as Administrative Agent and ServicingAgent and Goldman Sachs Credit Partners L.P. as SyndicationAgent.

**ANNEXI**

**(1)        TheSecurities have not been and will not be registered under the Actand may not be offered or sold within the United States or to, orfor the account or benefit of, U.S. persons except in accordancewith Regulation S under the Act or pursuant to an exemption fromthe registration requirements of the Act.  Each Purchaserrepresents that it has offered and sold the Securities, and willoffer and sell the Securities (i) as part of their distribution atany time and (ii) otherwise until 40 days after the later of thecommencement of the offering and the Time of Delivery, only inaccordance with Rule 903 of Regulation S or Rule 144A under theAct.  Accordingly, each Purchaser agrees that neither it, itsaffiliates nor any persons acting on its or their behalf hasengaged or will engage in any directed selling efforts with respectto the Securities, and it and they have complied and will complywith the offering restrictions requirement of Regulation S. Each Purchaser agrees that, at or prior to confirmation of sale ofSecurities (other than a sale pursuant to Rule 144A), it will havesent to each distributor, dealer or person receiving a sellingconcession, fee or other remuneration that purchases Securitiesfrom it during the restricted period a confirmation or notice tosubstantially the following effect:**

           **“The Securities covered hereby have not been registeredunder the U.S. Securities Act of 1933 (the “SecuritiesAct”) and may not be offered and sold within the UnitedStates or to, or for the account or benefit of, U.S. persons (i) aspart of their distribution at any time or (ii) otherwise until 40days after the later of the commencement of the offering and theclosing date, except in either case in accordance with Regulation S(or Rule 144A if available) under the Securities Act.  Termsused above have the meaning given to them by RegulationS.”**

**Terms used in thisparagraph have the meanings given to them by RegulationS.**

**Each Purchaser furtheragrees that it has not entered and will not enter into anycontractual arrangement with respect to the distribution ordelivery of the Securities, except with its affiliates or with theprior written consent of the Company.**

**(2)       Notwithstanding the foregoing, Securities in registered form may beoffered, sold and delivered by the Purchasers in the United Statesand to U.S. persons pursuant to Section 3 of this Agreementwithout delivery of the written statement required by paragraph (1)above.**

**(3)       Each initial purchaser has represented, warranted and agreed that:(i) it has not offered or sold and, prior to the expiry of a periodof six months from the Closing date, will not offer or sell anynotes to persons in the United Kingdom except to persons whoseordinary activities involve them in acquiring, holding, managing ordisposing of investments (as principal or agent) for the purposesof their businesses or otherwise in circumstances which have notresulted and will not result in an offer to the public in theUnited Kingdom within the meaning of the Public Offers ofSecurities Regulations 1995; (ii) it has only communicated orcaused to be communicated and will only communicate or cause to becommunicated any invitation or inducement to engage in investmentactivity (within the meaning of section 21 of the FinancialServices and Markets Act 2000 ("FSMA")) received by it inconnection with the issue or sale of any notes in circumstances inwhich section 21(1) of the FSMA does not apply to the Issuer; and(iii) it has complied and will comply with all applicableprovisions of the FSMA with respect to anything done by it inrelation to the notes in, from or otherwise involving the UnitedKingdom.**

**(4)       Each Purchaser agrees that it will not offer, sell or deliver anyof the Securities in any jurisdiction outside the United Statesexcept under circumstances that will result in compliance with theapplicable laws thereof, and that it will take at its own expensewhatever action is required to permit its purchase and resale ofthe Securities in such jurisdictions.  Each Purchaserunderstands that no action has been taken to permit a publicoffering in any jurisdiction outside the United States where actionwould be required for such purpose.  Each Purchaser agrees notto cause any advertisement of the Securities to be published in anynewspaper or periodical or posted in any public place and not toissue any circular relating to the Securities, except in any suchcase with the Representatives’ express written consent andthen only at its own risk and expense.**