**THE CLOROXCOMPANY4.20% Senior Notes due 20105.00% Notes due 2015Floating Rate Notes due 2007*****Exchange and Registration Rights Agreement***

******

December 3,2004    

Citigroup Global MarketsInc.

Goldman, Sachs &Co.,

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”*), proposesto issue and sell to the Purchasers (as defined herein) upon theterms set forth in the Purchase Agreement (as defined herein) theseveral series of securities listed on Schedule II hereto (togetherwith securities issued in exchange therefor or in lieu thereofpursuant to the Indenture, the*“Securities”*).  As an inducement to thePurchasers to enter into the Purchase Agreement and in satisfactionof a condition to the obligations of the Purchasers thereunder, theCompany agrees with the Purchasers for the benefit of holders (asdefined herein) from time to time of the Registrable Securities (asdefined herein) as follows:

# *Certain Definitions*.  For purposes of this Exchangeand Registration Rights Agreement, the following terms shall havethe following respective meanings:

*“BaseInterest”* shall mean the interest that wouldotherwise accrue on the Securities under the terms thereof and theIndenture, without giving effect to the provisions of thisAgreement.

The term*“broker-dealer”* shall mean any broker or dealerregistered with the Commission under the Exchange Act.

*“ClosingDate”* shall mean the date on which the Securitiesare initially issued.

*“Commission”* shall meanthe United States Securities and Exchange Commission, or any otherfederal agency at the time administering the Exchange Act or theSecurities Act, whichever is the relevant statute for theparticular purpose.

*“EffectiveTime,”* in the case of (i) an ExchangeRegistration, shall mean the time and date as of which theCommission declares the Exchange Registration Statement effectiveor as of which the Exchange Registration Statement otherwisebecomes effective and (ii) a Shelf Registration, shall meanthe time and date as of which the Commission declares the ShelfRegistration Statement effective or as of which the ShelfRegistration Statement otherwise becomes effective.

*“ElectingHolder*” shall mean any holder of RegistrableSecurities that has returned a completed and signed Notice andQuestionnaire to the Company in accordance with Section 3(d)(ii) or3(d)(iii) hereof.

*“ExchangeAct”* shall mean the Securities Exchange Act of1934, or any successor thereto, as the same shall be amended fromtime to time.

*“ExchangeOffer”* shall have the meaning assigned thereto inSection 2(a) hereof.

*“ExchangeRegistration”* shall have the meaning assignedthereto in Section 3(c) hereof.

*“ExchangeRegistration Statement”* shall have the meaningassigned thereto in Section 2(a) hereof.

*“ExchangeSecurities”* shall have the meaning assignedthereto in Section 2(a) hereof.

The term*“holder”* shall mean each of the Purchasers andother persons who acquire Registrable Securities from time to time(including any successors or assigns), in each case for so long assuch person owns any Registrable Securities.

*“Indenture”* shall mean theIndenture, dated as of even date herewith, between the Company andThe Bank of New York Trust Company, N.A., as Trustee, as the sameshall be amended from time to time and including each supplementthereto relating to a series of Securities.

“*Notice andQuestionnaire*” means a Notice of Registration Statementand Selling Securityholder Questionnaire substantially in the formof Exhibit A hereto.

The term*“person”* shall mean a corporation, association,partnership, organization, business, individual, government orpolitical subdivision thereof or governmental agency.

*“PurchaseAgreement”* shall mean the Purchase Agreement,dated as of November 30, 2004, between the Purchasers and theCompany relating to the Securities.

*“Purchasers”* shall meanthe Purchasers named in Schedule I to the Purchase Agreement.

*“RegistrableSecurities”* shall mean the Securities;*provided, however,* that a Security shall cease to be aRegistrable Security when (i) in the circumstancescontemplated by Section 2(a) hereof, the Security has beenexchanged for an Exchange Security in an Exchange Offer ascontemplated in Section 2(a) hereof (*provided* that anyExchange Security that, pursuant to the last two sentences ofSection 2(a), is included in a prospectus for use in connectionwith resales by broker-dealers shall be deemed to be a RegistrableSecurity with respect to Sections 5, 6 and 9 only until resale ofsuch Registrable Security has been effected within the 180-dayperiod referred to in Section 2(a); (ii) in the circumstancescontemplated by Section 2(b) hereof, a Shelf Registration Statementregistering such Security under the Securities Act has beendeclared or becomes effective and such Security has been sold orotherwise transferred by the holder thereof pursuant to and in amanner contemplated by such effective Shelf Registration Statement;(iii) such Security is sold pursuant to Rule 144 undercircumstances in which any legend borne by such Security relatingto restrictions on transferability thereof, under the SecuritiesAct or otherwise, is removed by the Company or pursuant to theIndenture; (iv) such Security is eligible to be sold pursuant toparagraph (k) of Rule 144; or (v) such Security shallcease to be outstanding.

*“RegistrationDefault”* shall have the meaning assigned theretoin Section 2(c) hereof.

*“RegistrationExpenses”* shall have the meaning assigned theretoin Section 4 hereof.

*“ResalePeriod”* shall have the meaning assigned thereto inSection 2(a) hereof.

*“RestrictedHolder”* shall mean (i) a holder that is anaffiliate of the Company within the meaning of Rule 405,(ii) a holder who acquires Exchange Securities outside theordinary course of such holder’s business, (iii) aholder who has arrangements or understandings with any person toparticipate in the Exchange Offer for the purpose of distributingExchange Securities and (iv) a holder that is a broker-dealer, butonly with respect to Exchange Securities received by suchbroker-dealer pursuant to an Exchange Offer in exchange forRegistrable Securities acquired by the broker-dealer directly fromthe Company.

*“Rule 144,”“Rule 405” and “Rule 415”* shallmean, in each case, such rule promulgated under the Securities Act(or any successor provision), as the same shall be amended fromtime to time.

* “Securities Act”* shall mean the SecuritiesAct of 1933, or any successor thereto, as the same shall be amendedfrom time to time.

*“ShelfRegistration”* shall have the meaning assignedthereto in Section 2(b) hereof.

*“ShelfRegistration Statement”* shall have the meaningassigned thereto in Section 2(b) hereof.

*“SpecialInterest”* shall have the meaning assigned theretoin Section 2(c) hereof.

*“Trust IndentureAct”* shall mean the Trust Indenture Act of 1939,or any successor thereto, and the rules, regulations and formspromulgated thereunder, all as the same shall be amended from timeto time.

Unless the contextotherwise requires, any reference herein to a “Section”or “clause” refers to a Section or clause, as the casemay be, of this Exchange and Registration Rights Agreement, and thewords “herein,” “hereof” and“hereunder” and other words of similar import refer tothis Exchange and Registration Rights Agreement as a whole and notto any particular Section or other subdivision.

# *Registration Under the Securities Act*.

## Except as set forth in Section 2(b) below, the Company agreesto file under the Securities Act, as soon as practicable, but nolater than 90 days after the Closing Date, a registration statementrelating to an offer to exchange (such registration statement, the“Exchange Registration Statement”, and such offer, the“Exchange Offer”) any and all of the Securities for alike aggregate principal amount of debt securities issued by theCompany**,** which debt securities are substantially identicalto the Securities****they are designed to replace (and areentitled to the benefits of a trust indenture which issubstantially identical to the Indenture or is the Indenture andwhich has been qualified under the Trust Indenture Act), exceptthat they have been registered pursuant to an effectiveregistration statement under the Securities Act and do not containprovisions for the additional interest contemplated in Section 2(c)below (such new debt securities hereinafter collectively called“Exchange Securities”).  The Company agrees to useits commercially reasonable efforts to cause the ExchangeRegistration Statement to become effective under the Securities Actas soon as practicable, but no later than 180 days after theClosing Date.  The Exchange Offer will be registered under theSecurities Act on the appropriate form and will comply with allapplicable tender offer rules and regulations under the ExchangeAct.  The Company further agrees to use commerciallyreasonable efforts to commence and complete the Exchange Offerpromptly, but not later than 45 days after such registrationstatement has become effective, hold the Exchange Offer open for atleast 30 days and****exchange Exchange Securities for allRegistrable Securities that have been validly tendered and notvalidly withdrawn on or prior to the expiration of the ExchangeOffer.  The Exchange Offer will be deemed to have been“completed” only if the debt securities****receivedin exchange for Registrable Securities by holders that participatein the Exchange Offer, other than Restricted Holders, are, uponreceipt, transferable by each such holder without restriction underthe Securities Act and the Exchange Act and without materialrestrictions under the blue sky or securities laws of a substantialmajority of the States of the United States of America.  TheExchange Offer shall be deemed to have been completed upon theearlier to occur of (i) the Company having exchanged the ExchangeSecurities for all outstanding Registrable Securities pursuant tothe Exchange Offer and (ii) the Company having exchanged, pursuantto the Exchange Offer, Exchange Securities for all RegistrableSecurities that have been validly tendered and not validlywithdrawn before the expiration of the Exchange Offer, which shallbe on a date that is no earlier than 30 days, and no later than 45days, following the commencement of the Exchange Offer.  TheCompany agrees (x) to include in the Exchange RegistrationStatement a prospectus for use in any resales as are permitted bythe Securities Act, and the Commission, including its policies andprocedures, by any holder of Exchange Securities that is abroker‑dealer and (y) to keep such Exchange RegistrationStatement effective for a period (the “Resale Period”)beginning when Exchange Securities are first issued in the ExchangeOffer and ending upon the earlier of the expiration of the 180thday after the Exchange Offer has been completed or such time assuch broker-dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holdersshall have the benefit of the rights of indemnification andcontribution set forth in Sections 6(a), (c), (d) and (e)hereof.

## If (i) on or prior to the time the Exchange Offer is completedexisting Commission interpretations are changed such that the debtsecurities received by holders other than Restricted Holders in theExchange Offer for Registrable Securities are not or would not be,upon receipt, transferable by each such holder without restrictionunder the Securities Act, (ii) the Exchange Offer has not beencompleted within 225 days following the Closing Date or (iii) ifany holder shall notify the Company, in writing, prior to thecompletion of the Exchange Offer that such holder was prohibited bylaw or Commission policy from participating in the Exchange Offer,the Company shall, in lieu of (or, in the case of clause (iii), inaddition to) conducting the Exchange Offer contemplated by Section2(a), file under the Securities Act as soon as practicable, but nolater than 30 days after the earlier of: (x) the occurrence in anyof the events in Section 2(b)(i) or (ii) above, or (y) the dateupon which the Company receives the written notice specified inSection 2(b)(iii) above, a “shelf” registrationstatement providing for the registration of, and the sale on acontinuous or delayed basis by the holders of, all of theRegistrable Securities, pursuant to Rule 415 or any similar rulethat may be adopted by the Commission (such filing, the“Shelf Registration” and such registration statement,the “Shelf Registration Statement”).****  TheCompany agrees to use commercially reasonable efforts (x) to causethe Shelf Registration Statement to become or be declared effectiveno later than****225 days following the Closing Date and to keepsuch Shelf Registration Statement continuously effective for aperiod ending on the earlier of the second anniversary of theEffective Time or such time as there are no longer any RegistrableSecurities outstanding, *provided*, *however*, that noholder shall be entitled to be named as a selling securityholder inthe Shelf Registration Statement or to use the prospectus forming apart thereof for resales of Registrable Securities unless suchholder is an Electing Holder, and (y) after the Effective Time ofthe Shelf Registration Statement, promptly upon the request of anyholder of Registrable Securities that is not then an ElectingHolder, to take any action reasonably necessary to enable suchholder to use the prospectus forming a part thereof for resales ofRegistrable Securities, including, without limitation, any actionnecessary to identify such holder as a selling securityholder inthe Shelf Registration Statement; *provided, however,* thatnothing in this Clause (y) shall relieve any such holder of theobligation to return a completed and signed Notice andQuestionnaire to the Company in accordance with Section 3(d)(iii)hereof. The Company further agrees to supplement or make amendmentsto the Shelf Registration Statement, as and when required by therules, regulations or instructions applicable to the registrationform used by the Company for such Shelf Registration Statement orby the Securities Act or rules and regulations thereunder for shelfregistration, and the Company agrees to furnish to each ElectingHolder copies of any such supplement or amendment prior to itsbeing used or promptly following its filing with theCommission.

## In the event that (i) the Company has not filed the ExchangeRegistration Statement or Shelf Registration Statement on or beforethe date on which such registration statement is required to befiled pursuant to Section 2(a) or 2(b), respectively, or (ii) suchExchange Registration Statement or Shelf Registration Statement hasnot become effective or been declared effective by the Commissionon or before the date on which such registration statement isrequired to become or be declared effective pursuant to Section2(a) or 2(b), respectively, or (iii) the Exchange Offer has notbeen completed within 45 days after the initial effective date ofthe Exchange Registration Statement relating to the Exchange Offer(if the Exchange Offer is then required to be made) or(iv) any Exchange Registration Statement or Shelf RegistrationStatement required by Section 2(a) or 2(b) hereof is filed anddeclared effective but shall thereafter either be withdrawn by theCompany or shall become subject to an effective stop order issuedpursuant to Section 8(d) of the Securities Act suspending theeffectiveness of such registration statement (except asspecifically permitted herein) without being succeeded immediatelyby an additional registration statement filed and declaredeffective (each such event referred to in clauses (i) through (iv),a “Registration Default” and each period during which aRegistration Default has occurred and is continuing, a“Registration Default Period”), then, as liquidateddamages for such Registration Default, subject to the provisions ofSection 9(b), special interest (“Special Interest”), inaddition to the Base Interest, shall accrue on the RegistrableSecurities at a per annum rate of 0.25% for the first 90 days ofthe Registration Default Period, at a per annum rate of 0.50%thereafter for the remaining portion of the Registration DefaultPeriod; *provided, however,* the Company shall not beobligated to pay any Special Interest if the Registration Defaultis attributable to the Company’s compliance with Section2(b)(y), Section 3(d)(iii), Section 3(d)(x) or Section 3(f);*provided further*, that the Company shall in no event berequired to pay Special Interest pursuant to this Section 2 formore than one Registration Default at a time.  Notwithstandinganything to the contrary set forth herein, (1) upon filing of theExchange Registration Statement (and/or, if applicable, the ShelfRegistration Statement), in the case of (i) above, (2) upon theeffectiveness of the Exchange Registration Statement (and/or, ifapplicable, the Shelf Registration Statement), in the case of (ii)above, (3) upon completion of the Exchange Offer, in the case of(iii) above, or (4) upon the filing of a post-effective amendmentto the Exchange Registration Statement (and/or, if applicable, theShelf Registration Statement) or an additional RegistrationStatement that causes the Exchange Offer Registration Statement(and/or, if applicable, the Shelf Registration Statement) to againbe declared effective in the case of (iv) above, the SpecialInterest payable with respect to the Transfer Restricted Securitiesas a result of such clause (i), (ii), (iii) or (iv), as applicable,shall cease.

## The Company shall take all commercially reasonable actionsnecessary or advisable to be taken by it to ensure that thetransactions contemplated herein are effected as socontemplated.

## Any reference herein to a registration statement as of any timeshall be deemed to include any document incorporated, or deemed tobe incorporated, therein by reference as of such time and anyreference herein to any post-effective amendment to a registrationstatement as of any time shall be deemed to include any documentincorporated, or deemed to be incorporated, therein by reference asof such time.

# *Registration Procedures*.

If the Company files aregistration statement pursuant to Section 2(a) orSection 2(b), the following provisions shall apply:

## At or before the Effective Time of the Exchange Offer or theShelf Registration, as the case may be, the Company shall qualifythe Indenture under the Trust Indenture Act of 1939.

## In the event that such qualification would require theappointment of a new trustee under the Indenture, the Company shallappoint a new trustee thereunder pursuant to the applicableprovisions of the Indenture.

## In connection with the Company’s obligations with respectto the registration of Exchange Securities as contemplated bySection 2(a) (the “Exchange Registration”), ifapplicable, the Company shall, as soon as practicable (or asotherwise specified):

### prepare and file with the Commission, as soon as practicablebut no later than 90 days after the Closing Date, an ExchangeRegistration Statement on any form which may be utilized by theCompany and which shall permit the Exchange Offer and resales ofExchange Securities by broker-dealers (subject to suchbroker-dealer making the representations set forth in Section 3(h))during the Resale Period to be effected as contemplated by Section2(a), and use its commercially reasonable efforts to cause suchExchange Registration Statement to become effective as soon aspracticable thereafter, but no later than 180 days after theClosing Date;

### as soon as practicable prepare and file with the Commissionsuch amendments and supplements to such Exchange RegistrationStatement and the prospectus included therein as may be necessaryto effect and maintain the effectiveness of such ExchangeRegistration Statement for the periods and purposes contemplated inSection 2(a) hereof and as may be required by the applicablerules and regulations of the Commission and the instructionsapplicable to the form of such Exchange Registration Statement, andpromptly provide each broker-dealer holding Exchange Securitieswith such number of copies of the prospectus included therein (asthen amended or supplemented), in conformity in all materialrespects with the requirements of the Securities Act and the TrustIndenture Act and the rules and regulations of the Commissionthereunder, as such broker-dealer reasonably may request in writingprior to the expiration of the Resale Period, for use in connectionwith resales of Exchange Securities;

### promptly notify each broker-dealer that has requested orreceived copies of the prospectus included in such registrationstatement (pursuant to Section 3(c)(ii)), and confirm such advicein writing, (A) when such Exchange Registration Statement or theprospectus included therein or any prospectus amendment orsupplement or post‑effective amendment has been filed, and,with respect to such Exchange Registration Statement or anypost‑effective amendment, when the same has become effective,(B) of any comments by the Commission and by the blue sky orsecurities commissioner or regulator of any state with respectthereto or any request by the Commission for amendments orsupplements to such Exchange Registration Statement or prospectusor for additional information, (C) of the issuance by theCommission of any stop order suspending the effectiveness of suchExchange Registration Statement or the initiation or threatening ofany proceedings for that purpose, (D) of the receipt by the Companyof any notification with respect to the suspension of thequalification of the Exchange Securities for sale in anyjurisdiction or the initiation or threatening of any proceeding forsuch purpose, or (E) at any time during the Resale Period when aprospectus is required to be delivered under the Securities Act,that such Exchange Registration Statement, prospectus, prospectusamendment or supplement or post‑effective amendment does notconform in all material respects to the applicable requirements ofthe Securities Act and the Trust Indenture Act and the rules andregulations of the Commission thereunder or contains an untruestatement of a material fact or omits to state any material factrequired to be stated therein or necessary to make the statementstherein not misleading in light of the circumstances thenexisting;

### in the event that the Company would be required, pursuant toSection 3(e)(iii)(E) above, to notify any broker-dealers holdingExchange Securities, without unreasonable delay, except ascontemplated by Section 3(i), prepare and furnish to each suchholder a reasonable number of copies of a prospectus supplementedor amended so that, as thereafter delivered to purchasers of suchExchange Securities during the Resale Period, such prospectus shallconform in all material respects to the applicable requirements ofthe Securities Act and the Trust Indenture Act and the rules andregulations of the Commission thereunder and shall not contain anuntrue statement of a material fact or omit to state a materialfact required to be stated therein or necessary to make thestatements therein not misleading in light of the circumstancesthen existing;

### use commercially reasonable efforts to obtain the withdrawal ofany order suspending the effectiveness of such ExchangeRegistration Statement or any post‑effective amendmentthereto at the earliest practicable date;

### use commercially reasonable efforts to (A) register or qualifythe Exchange Securities under the securities laws or blue sky lawsof such jurisdictions as are contemplated by Section 2(a) no laterthan the commencement of the Exchange Offer, (B) subject to Section3(i), keep such registrations or qualifications in effect andcomply with such laws so as to permit the continuance of offers,sales and dealings therein in such jurisdictions until theexpiration of the Resale Period and (C) take any and all otheractions as may be reasonably necessary or advisable to enable eachbroker-dealer holding Exchange Securities to consummate thedisposition thereof in such jurisdictions; *provided,however,* that the Company shall not be required for any suchpurpose to (1) qualify as a foreign corporation in any jurisdictionwherein it would not otherwise be required to qualify but for therequirements of this Section 3(c)(vi), (2) consent to generalservice of process in any such jurisdiction or (3) make any changesto its certificate of incorporation or by‑laws or anyagreement between it and its stockholders;

### use commercially reasonable efforts to obtain the consent orapproval of each governmental agency or authority, whether federal,state or local, which may be required to effect the ExchangeRegistration, the Exchange Offer and the offering and sale ofExchange Securities by broker-dealers during the ResalePeriod;

### provide a CUSIP number for all Exchange Securities, not laterthan the applicable Effective Time;

### comply with all applicable rules and regulations of theCommission, and make generally available to its securityholders assoon as practicable but no later than eighteen months after theeffective date of such Exchange Registration Statement, an earningstatement of the Company and its subsidiaries complying withSection 11(a) of the Securities Act (including, at the option ofthe Company, Rule 158 thereunder).

## In connection with the Company’s obligations with respectto the Shelf Registration, if applicable, ** ** the Companyshall, as soon as practicable (or as otherwise specified):

### prepare and file with the Commission, as soon as practicablebut in any case within the time periods specified in Section 2(b),a Shelf Registration Statement on any form which may be utilized bythe Company and which shall register all of the RegistrableSecurities for resale by the holders thereof in accordance withsuch method or methods of disposition as may be specified by suchof the holders as, from time to time, may be Electing Holders anduse its commercially reasonable efforts to cause such ShelfRegistration Statement to become effective as soon as practicablebut in any case within the time periods specified in Section2(b);

### not less than 30 calendar days prior to the Effective Time ofthe Shelf Registration Statement, mail the Notice and Questionnaireto the holders of Registrable Securities; no holder shall beentitled to accrue Special Interest, be named as a sellingsecurityholder in the Shelf Registration Statement as of theEffective Time, and no holder shall be entitled to use theprospectus forming a part thereof for resales of RegistrableSecurities at any time, unless and until such holder has returned acompleted and signed Notice and Questionnaire to the Company by thedeadline for response set forth therein; *provided, however*,holders of Registrable Securities shall have at least (6) calendardays from the date on which the Notice and Questionnaire is firstmailed to such holders to return a completed and signed Notice andQuestionnaire to the Company;

### after the Effective Time of the Shelf Registration Statement,upon the request of any holder of Registrable Securities that isnot then an Electing Holder, promptly send a Notice andQuestionnaire to such holder; *provided* that the Companyshall not be required to take any action to name such holder as aselling securityholder in the Shelf Registration Statement or toenable such holder to use the prospectus forming a part thereof forresales of Registrable Securities until such holder has returned acompleted and signed Notice and Questionnaire to the Company;

### subject to Section 3(i), as soon as practicable prepare andfile with the Commission such amendments and supplements to suchShelf Registration Statement and the prospectus included therein asmay be necessary to effect and maintain the effectiveness of suchShelf Registration Statement for the period specified inSection 2(b) hereof and as may be required by the applicablerules and regulations of the Commission and the instructionsapplicable to the form of such Shelf Registration Statement, andfurnish to the Electing Holders copies of any such supplement oramendment simultaneously with or prior to its being used or filedwith the Commission;

### comply with the provisions of the Securities Act with respectto the disposition of all of the Registrable Securities covered bysuch Shelf Registration Statement in accordance with the intendedmethods of disposition by the Electing Holders provided for in suchShelf Registration Statement;

### provide (A) the Electing Holders, (B) theunderwriters (which term, for purposes of this Exchange andRegistration Rights Agreement, shall include a person deemed to bean underwriter within the meaning of Section 2(a)(11) of theSecurities Act), if any, thereof, (C) any sales or placementagent therefor, (D) counsel for any such underwriter or agent and(E) not more than one counsel for all the Electing Holders thereasonable opportunity to participate in the preparation of suchShelf Registration Statement, each prospectus included therein orfiled with the Commission and each amendment or supplementthereto;

### for a reasonable period prior to the filing of such ShelfRegistration Statement, and throughout the period specified inSection 2(b), make available at reasonable times at theCompany’s principal place of business or such otherreasonable place for inspection by the persons referred to inSection 3(d)(vi)(B) and (D) who shall certify to the Company thatthey have a current intention to sell the Registrable Securitiespursuant to the Shelf Registration such financial and otherinformation and books and records of the Company, and cause theofficers, employees, counsel and independent registered publicaccountants of the Company to respond to such inquiries, as shallbe reasonably necessary, in the judgment of the respective counselreferred to in such Section, to conduct a reasonable investigationwithin the meaning of Section 11 of the Securities Act;*provided, however,* that each such party shall be required tomaintain in confidence and not to disclose to any other person anyinformation or records reasonably designated by the Company asbeing confidential, until such time as (A) such information becomesa matter of public record (whether by virtue of its inclusion insuch registration statement or otherwise), or (B) such person shallbe required so to disclose such information pursuant to a subpoenaor order of any court or other governmental agency or body havingjurisdiction over the matter (subject to the requirements of suchorder, and only after such person shall have given the Companyprompt prior written notice of such requirement), or (C) suchinformation has been disclosed in such Shelf Registration Statementor the prospectus included therein or in an amendment to such ShelfRegistration Statement or an amendment or supplement to suchprospectus in order that such Shelf Registration Statement,prospectus, amendment or supplement, as the case may be, complieswith applicable requirements of the federal securities laws and therules and regulations of the Commission and does not contain anuntrue statement of a material fact or omit to state therein amaterial fact required to be stated therein or necessary to makethe statements therein not misleading in light of the circumstancesthen existing;

### promptly notify each of the Electing Holders, any sales orplacement agent therefor and any underwriter thereof (whichnotification may be made through any managing underwriter that is arepresentative of such underwriter for such purpose) and confirmsuch advice in writing, (A) when such Shelf Registration Statementor the prospectus included therein or any prospectus amendment orsupplement or post‑effective amendment has been filed, and,with respect to such Shelf Registration Statement or anypost‑effective amendment, when the same has become effective,(B) of any comments by the Commission and by the blue sky orsecurities commissioner or regulator of any state with respectthereto or any request by the Commission for amendments orsupplements to such Shelf Registration Statement or prospectus orfor additional information, (C) of the issuance by the Commissionof any stop order suspending the effectiveness of such ShelfRegistration Statement or the initiation or threatening of anyproceedings for that purpose, (D) of the receipt by the Company ofany notification with respect to the suspension of thequalification of the Registrable Securities for sale in anyjurisdiction or the initiation or threatening of any proceeding forsuch purpose, or (E) if at any time when a prospectus is requiredto be delivered under the Securities Act, that such ShelfRegistration Statement, prospectus, prospectus amendment orsupplement or post‑effective amendment does not conform inall material respects to the applicable requirements of theSecurities Act and the Trust Indenture Act and the rules andregulations of the Commission thereunder or contains an untruestatement of a material fact or omits to state any material factrequired to be stated therein or necessary to make the statementstherein not misleading in light of the circumstances thenexisting;

### use commercially reasonable efforts to obtain the withdrawal ofany order suspending the effectiveness of such registrationstatement or any post‑effective amendment thereto at theearliest practicable date;

### if requested by any managing underwriter or underwriters, anyplacement or sales agent or any Electing Holder, promptlyincorporate in a prospectus supplement or post‑effectiveamendment such information as is required by the applicable rulesand regulations of the Commission and as such managing underwriteror underwriters, such agent or such Electing Holder specifiesshould be included therein relating to the terms of the sale ofsuch Registrable Securities, including information with respect tothe principal amount of Registrable Securities being sold by suchElecting Holder or agent or to any underwriters, the name anddescription of such Electing Holder, agent or underwriter, theoffering price of such Registrable Securities and any discount,commission or other compensation payable in respect thereof, thepurchase price being paid therefor by such underwriters and withrespect to any other terms of the offering of the RegistrableSecurities to be sold by such Electing Holder or agent or to suchunderwriters; and make all required filings of such prospectussupplement or post‑effective amendment promptly afternotification of the matters to be incorporated in such prospectussupplement or post‑effective amendment;

### furnish to each Electing Holder, each placement or sales agent,if any, therefor, each underwriter, if any, thereof and therespective counsel referred to in Section 3(d)(vi) an executed copy(or, in the case of an Electing Holder, a conformed copy) of suchShelf Registration Statement, each such amendment and supplementthereto (in each case including all exhibits thereto (in the caseof an Electing Holder of Registrable Securities, upon request) anddocuments incorporated by reference therein) and such number ofcopies of such Shelf Registration Statement (excluding exhibitsthereto and documents incorporated by reference therein unlessspecifically so requested by such Electing Holder, agent orunderwriter, as the case may be) and of the prospectus included insuch Shelf Registration Statement (including each preliminaryprospectus and any summary prospectus), in conformity in allmaterial respects with the applicable requirements of theSecurities Act and the Trust Indenture Act and the rules andregulations of the Commission thereunder, and such other documents,as such Electing Holder, agent, if any, and underwriter, if any,may reasonably request in order to facilitate the offering anddisposition of the Registrable Securities owned by such ElectingHolder, offered or sold by such agent or underwritten by suchunderwriter and to permit such Electing Holder, agent andunderwriter to satisfy the prospectus delivery requirements of theSecurities Act; and the Company hereby consents to the use of suchprospectus (including such preliminary and summary prospectus) andany amendment or supplement thereto by each such Electing Holderand by any such agent and underwriter, in each case in the formmost recently provided to such person by the Company, in connectionwith the offering and sale of the Registrable Securities covered bythe prospectus (including such preliminary and summary prospectus)or any supplement or amendment thereto;

### use commercially reasonable efforts to (A) register or qualifythe Registrable Securities to be included in such ShelfRegistration Statement under such securities laws or blue sky lawsof such jurisdictions as any Electing Holder and each placement orsales agent, if any, therefor and underwriter, if any, thereofshall reasonably request, (B) subject to Section 3(i), keep suchregistrations or qualifications in effect and comply with such lawsso as to permit the continuance of offers, sales and dealingstherein in such jurisdictions during the period the ShelfRegistration is required to remain effective under Section 2(b)above and for so long as may be necessary to enable any suchElecting Holder, agent or underwriter to complete its distributionof Securities pursuant to such Shelf Registration Statement and (C)take any and all other actions as may be reasonably necessary oradvisable to enable each such Electing Holder, agent, if any, andunderwriter, if any, to consummate the disposition in suchjurisdictions of such Registrable Securities; *provided,however,* that the Company shall not be required for any suchpurpose to (1) qualify as a foreign corporation in any jurisdictionwherein it would not otherwise be required to qualify but for therequirements of this Section 3(d)(xii), (2) consent to generalservice of process in any such jurisdiction or (3) make any changesto its certificate of incorporation or by‑laws or anyagreement between it and its stockholders;

### use commercially reasonable efforts to obtain the consent orapproval of each governmental agency or authority, whether federal,state or local, which may be required to effect the ShelfRegistration or the offering or sale in connection therewith or toenable the selling holder or holders to offer, or to consummate thedisposition of, their Registrable Securities;

### unless any Registrable Securities shall be in book-entry onlyform, cooperate with the Electing Holders and the managingunderwriters, if any, to facilitate the timely preparation anddelivery of certificates representing Registrable Securities to besold, which certificates, if so required by any securities exchangeupon which any Registrable Securities are listed, shall be penned,lithographed or engraved, or produced by any combination of suchmethods, on steel engraved borders, and which certificates shallnot bear any restrictive legends; and, in the case of anunderwritten offering, enable such Registrable Securities to be insuch denominations and registered in such names as the managingunderwriters may request at least two business days prior to anysale of the Registrable Securities;

### provide a CUSIP number for all Registrable Securities, notlater than the applicable Effective Time;

### enter into one or more underwriting agreements, engagementletters, agency agreements, “best efforts” underwritingagreements or similar agreements, as appropriate, includingcustomary provisions relating to indemnification and contribution,and take such other actions in connection therewith as any ElectingHolders aggregating at least 20% in aggregate principal amount ofthe Registrable Securities at the time outstanding shall request inorder to expedite or facilitate the disposition of such RegistrableSecurities;

### whether or not an agreement of the type referred to in Section3(d)(xvi) hereof is entered into and whether or not any portion ofthe offering contemplated by the Shelf Registration is anunderwritten offering or is made through a placement or sales agentor any other entity, with respect to Section 3(d)(xvii)(A)-(D),upon the written request of any Electing Holder: (A) make suchrepresentations and warranties to the Electing Holders and theplacement or sales agent, if any, therefor and the underwriters, ifany, thereof in form, substance and scope as are customarily madein connection with an offering of debt securities pursuant to anyappropriate agreement or to a registration statement filed on theform applicable to the Shelf Registration; (B) obtain an opinion ofcounsel to the Company in customary form and covering such matters,of the type customarily covered by such an opinion, as the managingunderwriters, if any, or as any Electing Holders of at least 20% inaggregate principal amount of the Registrable Securities at thetime outstanding may reasonably request, addressed to such ElectingHolder or Electing Holders and the placement or sales agent, ifany, therefor and the underwriters, if any, thereof and dated theeffective date of such Shelf Registration Statement (and if suchShelf Registration Statement contemplates an underwritten offeringof a part or all of the Registrable Securities, dated the date ofthe closing under the underwriting agreement relating thereto) (itbeing agreed that the matters to be covered by such opinion shallinclude the due incorporation and good standing of the Company andits subsidiaries; the qualification of the Company and itssubsidiaries to transact business as foreign corporations; the dueauthorization, execution and delivery of the relevant agreement ofthe type referred to in Section 3(d)(xvi) hereof; the dueauthorization, execution, authentication and issuance, and thevalidity and enforceability, of the Securities; the absence ofmaterial legal or governmental proceedings involving the Company;the absence of a breach by the Company or any of its subsidiariesof, or a default under, material agreements binding upon theCompany or any subsidiary of the Company; the absence ofgovernmental approvals required to be obtained in connection withthe Shelf Registration, the offering and sale of the RegistrableSecurities, this Exchange and Registration Rights Agreement or anyagreement of the type referred to in Section 3(d)(xvi) hereof,except such approvals as may be required under state securities orblue sky laws; the material compliance as to form of such ShelfRegistration Statement and any documents incorporated by referencetherein and of the Indenture with the requirements of theSecurities Act and the Trust Indenture Act and the rules andregulations of the Commission thereunder, respectively; and, inaddition, as of the date of the opinion and of the ShelfRegistration Statement or most recent post effective amendmentthereto, as the case may be, such counsel shall state that, basedupon conferences with the placement or sales agent, if any, and theunderwriters, if any, the Company’s representatives and theCompany’s accountants concerning the Shelf RegistrationStatement and the prospectus, and such counsel’sconsideration of the matters required to be stated therein and thestatements contained therein (although such counsel may state thatit has not independently verified the accuracy, completeness orfairness of such statements), nothing has come to suchcounsel’s attention that leads such counsel to believe thatthe Shelf Registration Statement as of the date it becameeffective, of the prospectus, as of the date of the Opinion,contained or contains an untrue statement of a material fact oromitted or omits to state any material fact necessary in order tomake the statements therein, in the light of the circumstancesunder which they were made, not misleading (other than thefinancial statements (including the notes thereto), supportingschedules and other financial and statistical information derivedtherefrom)); (C) obtain a “cold comfort” letter orletters from the registered independent public accounting firm ofthe Company addressed to the selling Electing Holders, theplacement or sales agent, if any, therefor or the underwriters, ifany, thereof, dated (i) the effective date of such ShelfRegistration Statement and (ii) the effective date of anyprospectus supplement to the prospectus included in such ShelfRegistration Statement or post‑effective amendment to suchShelf Registration Statement which includes unaudited or auditedfinancial statements as of a date or for a period subsequent tothat of the latest such statements included in such prospectus(and, if such Shelf Registration Statement contemplates anunderwritten offering pursuant to any prospectus supplement to theprospectus included in such Shelf Registration Statement orpost‑effective amendment to such Shelf Registration Statementwhich includes unaudited or audited financial statements as of adate or for a period subsequent to that of the latest suchstatements included in such prospectus, dated the date of theclosing under the underwriting agreement relating thereto), suchletter or letters to be in customary form and covering such mattersof the type customarily covered by letters of such type; (D)deliver such documents and certificates, including officers’certificates, as may be reasonably requested by any ElectingHolders of at least 20% in aggregate principal amount of theRegistrable Securities at the time outstanding or the placement orsales agent, if any, therefor and the managing underwriters, ifany, thereof to evidence the accuracy of the representations andwarranties made pursuant to clause (A) above or those contained inSection 5(a) hereof and the compliance with or satisfaction of anyagreements or conditions contained in the underwriting agreement orother agreement entered into by the Company; and (E) undertake suchobligations relating to expense reimbursement, indemnification andcontribution as are provided in Section 6 hereof;

### notify in writing each holder of Registrable Securities of anyproposal by the Company to amend or waive any provision of thisExchange and Registration Rights Agreement pursuant to Section 9(h)hereof and of any amendment or waiver effected pursuant thereto,each of which notices shall contain the text of the amendment orwaiver proposed or effected, as the case may be;

### in the event that any broker‑dealer registered under theExchange Act shall underwrite any Registrable Securities orparticipate as a member of an underwriting syndicate or sellinggroup or “assist in the distribution” (within themeaning of the Conduct Rules (the “Conduct Rules”) ofthe National Association of Securities Dealers, Inc.(“NASD”) or any successor thereto, as amended from timeto time) thereof, whether as a holder of such RegistrableSecurities or as an underwriter, a placement or sales agent or abroker or dealer in respect thereof, or otherwise, assist suchbroker‑dealer in complying with the requirements of suchConduct Rules, including by (A) if such Conduct Rules shall sorequire, engaging a “qualified independent underwriter”(as defined in such Conduct Rules) to participate in thepreparation of the Shelf Registration Statement relating to suchRegistrable Securities, to exercise usual standards of duediligence in respect thereto and, if any portion of the offeringcontemplated by such Shelf Registration Statement is anunderwritten offering or is made through a placement or salesagent, to recommend the yield of such Registrable Securities, (B)indemnifying any such qualified independent underwriter to theextent of the indemnification of underwriters provided in Section 6hereof (or to such other customary extent as may be requested bysuch underwriter), and (C) providing such information to suchbroker‑dealer as may be required in order for suchbroker‑dealer to comply with the requirements of the ConductRules; and

### comply with all applicable rules and regulations of theCommission, and make generally available to its securityholders assoon as practicable but in any event not later than eighteen monthsafter the effective date of such Shelf Registration Statement, anearning statement of the Company and its subsidiaries complyingwith Section 11(a) of the Securities Act (including, at the optionof the Company, Rule 158 thereunder).

## In the event that the Company would be required, pursuant toSection 3(d)(viii)(E) above, to notify the Electing Holders, theplacement or sales agent, if any, therefor and the managingunderwriters, if any, thereof, the Company shall withoutunreasonable delay prepare and furnish to each of the ElectingHolders, to each placement or sales agent, if any, and to each suchunderwriter, if any, a reasonable number of copies of a prospectussupplemented or amended so that, as thereafter delivered topurchasers of Registrable Securities, such prospectus shall conformin all material respects to the applicable requirements of theSecurities Act and the Trust Indenture Act and the rules andregulations of the Commission thereunder and shall not contain anuntrue statement of a material fact or omit to state a materialfact required to be stated therein or necessary to make thestatements therein not misleading in light of the circumstancesthen existing. Each Electing Holder agrees that upon receipt of anynotice from the Company pursuant to Section 3(d)(viii)(E) hereof,such Electing Holder shall forthwith discontinue the disposition ofRegistrable Securities pursuant to the Shelf Registration Statementapplicable to such Registrable Securities until such ElectingHolder shall have received copies of such amended or supplementedprospectus, and if so directed by the Company, such Electing Holdershall deliver to the Company (at the Company’s expense) allcopies, other than permanent file copies, then in such ElectingHolder’s possession of the prospectus covering suchRegistrable Securities at the time of receipt of such notice.

## In the event of a Shelf Registration, in addition to theinformation required to be provided by each Electing Holder in itsNotice Questionnaire, the Company may require such Electing Holderto furnish to the Company such additional information regardingsuch Electing Holder and such Electing Holder’s intendedmethod of distribution of Registrable Securities as may be requiredin order to comply with the Securities Act. Each such ElectingHolder agrees to notify the Company as promptly as practicable ofany inaccuracy or change in information previously furnished bysuch Electing Holder to the Company or of the occurrence of anyevent in either case as a result of which any prospectus relatingto such Shelf Registration contains or would contain an untruestatement of a material fact regarding such Electing Holder or suchElecting Holder’s intended method of disposition of suchRegistrable Securities or omits to state any material factregarding such Electing Holder or such Electing Holder’sintended method of disposition of such Registrable Securitiesrequired to be stated therein or necessary to make the statementstherein not misleading in light of the circumstances then existing,and promptly to furnish to the Company any additional informationrequired to correct and update any previously furnished informationor required so that such prospectus shall not contain, with respectto such Electing Holder or the disposition of such RegistrableSecurities, an untrue statement of a material fact or omit to statea material fact required to be stated therein or necessary to makethe statements therein not misleading in light of the circumstancesthen existing.

## Until the expiration of two years after the Closing Date, theCompany will not, and will not permit any of its“affiliates” (as defined in Rule 144) to, resellany of the Securities that have been reacquired by any of themexcept pursuant to an effective registration statement under theSecurities Act.

## As a condition to its participation in the Exchange Offer, eachholder of Securities (including, without limitation, any holder whois a broker-dealer) shall furnish, upon the request of the Company,prior to the completion of the Exchange Offer, a writtenrepresentation to the Company (which may be contained in the letterof transmittal contemplated by the Exchange Registration Statement)to the effect that (i) it is not an affiliate of the Company, (ii)it is not engaged in, and does not intend to engage in, and has noarrangement or understanding with any person to participate in, adistribution of the Exchange Securities to be issued in theExchange Offer and (iii) it is acquiring the Exchange Securities inits ordinary course of business.  As a condition to itsparticipation in the Exchange Offer each holder using the ExchangeOffer to participate in a distribution of the Exchange Securitiesshall acknowledge and agree that, if the resales are of ExchangeSecurities obtained by such holder in exchange for Securitiesacquired directly from the Company or an affiliate thereof, it (1)could not, under Commission policy as in effect on the date of thisAgreement, rely on the position of the Commission enunciated inMorgan Stanley and Co., Inc. (available June 5, 1991) andExxon Capital Holdings Corporation (available May 13, 1988),as interpreted in the Commission’s letter to Shearman& Sterling dated July 2, 1993, and similar no-actionletters, and (2) must comply with the registration and prospectusdelivery requirements of the Securities Act in connection with asecondary resale transaction and that such a secondary resaletransaction must be covered by an effective registration statementcontaining the selling security holder information required by Item507 or 508, as applicable, of Regulation S-K.

## Notwithstanding anything herein to the contrary, each holderagrees by the acquisition of the Securities that, upon receipt ofany notice (a “Suspension Notice”) from the Company,such holder will, and will use its best efforts to cause anyplacement agent(s) or underwriter(s) to, forthwith discontinuedisposition of the Securities pursuant to the Exchange RegistrationStatement or Shelf Registration Statement, as the case may be,until:

### such holder has received copies of a supplemented or amendedprospectus under the Exchange Registration Statement or ShelfRegistration Statement, as the case may be, to permit dispositionsof the Securities; or

### such holder is advised in writing by the Company that the useof such prospectus may be resumed, and has received copies ofadditional or supplemental filings that are incorporate byreference in such prospectus. 

## Each holder agrees tohold any Suspension Notice, including its contents, confidential.In addition, if so directed by the Company, each holder willdeliver to the Company (at the Company’s expense) all copies,other than permanent file copies then is such holder’spossession, of any such prospectus covering such Securities thatwas current at the time of receipt of such SuspensionNotice.

# *Registration Expenses*.

The Company agrees to bearand to pay or cause to be paid promptly all expenses incident tothe Company’s performance of or compliance with this Exchangeand Registration Rights Agreement, including (a) all Commission andany NASD registration, filing and review fees and expensesincluding fees and disbursements of counsel for the placement orsales agent or underwriters in connection with such registration,filing and review, (b) all fees and expenses in connection with thequalification of the Securities for offering and sale under theState securities and blue sky laws referred to in Section 3(d)(xii)hereof and determination of their eligibility for investment underthe laws of such jurisdictions as any managing underwriters or theElecting Holders may designate, including any fees anddisbursements of counsel for the Electing Holders or underwritersin connection with such qualification and determination, (c) allexpenses relating to the preparation, printing, production,distribution and reproduction of each registration statementrequired to be filed hereunder, each prospectus included therein orprepared for distribution pursuant hereto, each amendment orsupplement to the foregoing, the expenses of preparing theSecurities for delivery and the expenses of printing or producingany underwriting agreements, agreements among underwriters, sellingagreements and blue sky or legal investment memoranda and all otherdocuments in connection with the offering, sale or delivery ofSecurities to be disposed of (including certificates representingthe Securities), (d) messenger, telephone and deliveryexpenses relating to the offering, sale or delivery of Securitiesand the preparation of documents referred in clause (c) above, (e)fees and expenses of the Trustee under the Indenture, any agent ofthe Trustee and any counsel for the Trustee and of any collateralagent or custodian, (f) internal expenses (including all salariesand expenses of the Company’s officers and employeesperforming legal or accounting duties), (g) fees, disbursements andexpenses of counsel and independent registered public accountantsof the Company (including the expenses of any opinions or“cold comfort” letters required by or incident to suchperformance and compliance), (h) fees, disbursements and expensesof any “qualified independent underwriter” engagedpursuant to Section 3(d)(xix) hereof, (i) fees, disbursements andexpenses of one counsel for the Electing Holders retained inconnection with a Shelf Registration, as selected by the ElectingHolders of at least a majority in aggregate principal amount of theRegistrable Securities held by Electing Holders (which counselshall be reasonably satisfactory to the Company), (j) any feescharged by securities rating services for rating the Securities,and (k) fees, expenses and disbursements of any other persons,including special experts, retained by the Company in connectionwith such registration (collectively, the “RegistrationExpenses”).  To the extent that any RegistrationExpenses are incurred, assumed or paid by any holder of RegistrableSecurities or any placement or sales agent therefor or underwriterthereof, the Company shall reimburse such person for the fullamount of the Registration Expenses that were reasonably incurred,assumed or paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the RegistrableSecurities being registered shall pay all agency fees andcommissions and underwriting discounts and commissions attributableto the sale of such Registrable Securities and the fees anddisbursements of any counsel or other advisors or experts retainedby such holders (severally or jointly), other than the counsel andexperts specifically referred to above.

# *Representations and Warranties*.

The Company represents andwarrants to, and agrees with, each Purchaser and each of theholders from time to time of Registrable Securitiesthat:

## Each registration statement covering Registrable Securities andeach prospectus (including any preliminary or summary prospectus)contained therein or furnished pursuant to Section 3(d) or Section3(c) hereof and any further amendments or supplements to any suchregistration statement or prospectus, when it becomes effective oris filed with the Commission, as the case may be, and, in the caseof an underwritten offering of Registrable Securities, at the timeof the closing under the underwriting agreement relating thereto,will conform in all material respects to the requirements of theSecurities Act and the Trust Indenture Act and the rules andregulations of the Commission thereunder and will not contain anuntrue statement of a material fact or omit to state a materialfact required to be stated therein or necessary to make thestatements therein not misleading; and at all times subsequent tothe Effective Time when a prospectus would be required to bedelivered under the Securities Act, other than from (i) such timeas a notice has been given to holders of Registrable Securitiespursuant to Section 3(i), Section 3(d)(viii)(E) orSection 3(c)(iii)(F) hereof until (ii) such time as theCompany furnishes an amended or supplemented prospectus pursuant toSection 3(c)(iv), Section 3(e) or Section 3(i) hereof, each suchregistration statement, and each prospectus (including any summaryprospectus) contained therein or furnished pursuant to Section 3(d)or Section 3(c) hereof, as then amended or supplemented, willconform in all material respects to the requirements of theSecurities Act and the Trust Indenture Act and the rules andregulations of the Commission thereunder and will not contain anuntrue statement of a material fact or omit to state a materialfact required to be stated therein or necessary to make thestatements therein not misleading in the light of the circumstancesthen existing; *provided, however,* that this representationand warranty shall not apply to any statements or omissions made inreliance upon and in conformity with information furnished inwriting to the Company by a holder of Registrable Securitiesexpressly for use therein.

## Any documents incorporated by reference in any prospectusreferred to in Section 5(a) hereof, when they become or becameeffective or are or were filed with the Commission, as the case maybe, will conform or conformed in all material respects to therequirements of the Securities Act or the Exchange Act, asapplicable, and none of such documents will contain or contained anuntrue statement of a material fact or will omit or omitted tostate a material fact required to be stated therein or necessary tomake the statements therein not misleading; *provided,however,* that this representation and warranty shall not applyto any statements or omissions made in reliance upon and inconformity with information furnished in writing to the Company bya holder of Registrable Securities expressly for use therein.

## The compliance by the Company with all of the provisions ofthis Exchange and Registration Rights Agreement and theconsummation of the transactions herein contemplated will notconflict with or result in a breach of any of the terms orprovisions of, or constitute a default under, any indenture,mortgage, deed of trust, loan agreement or other agreement orinstrument to which the Company or any subsidiary of the Company isa party or by which the Company or any subsidiary of the Company isbound or to which any of the property or assets of the Company orany subsidiary of the Company is subject, except where suchconflict, breach or default could not reasonably be expected tohave a material adverse effect on the Company and its subsidiary,taken as a whole, nor will such action result in any violation ofthe provisions of (x) the certificate of incorporation, as amended,or the bylaws of the Company or (y) any statute or any order, ruleor regulation of any court or governmental agency or body havingjurisdiction over the Company or any subsidiary of the Company orany of their properties, except for such violations could notreasonably be expected to have a material adverse effect on theCompany and its subsidiaries, taken as a whole; and no consent,approval, authorization, order, registration or qualification of orwith any such court or governmental agency or body is required forthe consummation by the Company of the transactions contemplated bythis Exchange and Registration Rights Agreement, except theregistration under the Securities Act of the Securities,qualification of the Indenture under the Trust Indenture Act andsuch consents, approvals, authorizations, registrations orqualifications (x) as may be required under State securities orblue sky laws in connection with the offering and distribution ofthe Securities or (y) that could not reasonably be expected to havea material adverse effect on the Company and its subsidiaries,taken as a whole.

## This Exchange and Registration Rights Agreement has been dulyauthorized, executed and delivered by the Company.

# *Indemnification*.

## *Indemnification by the Company.*  The Company willindemnify and hold harmless each of the holders of RegistrableSecurities included in an Exchange Registration Statement, each ofthe Electing Holders of Registrable Securities included in a ShelfRegistration Statement and each person who participates as aplacement or sales agent or as an underwriter of RegistrableSecurities included in a Shelf Registration Statement, against anylosses, claims, damages or liabilities, joint or several, to whichsuch holder, agent or underwriter may become subject under theSecurities Act or otherwise, insofar as such losses, claims,damages or liabilities (or actions in respect thereof) arise out ofor are based upon an untrue statement or alleged untrue statementof a material fact contained in any Exchange Registration Statementor Shelf Registration Statement, as the case may be, under whichsuch Registrable Securities were registered under the SecuritiesAct, or any preliminary, final or summary prospectus containedtherein or furnished by the Company to any such holder, ElectingHolder, agent or underwriter, or any amendment or supplementthereto, or arise out of or are based upon the omission or allegedomission to state therein a material fact required to be statedtherein or necessary to make the statements therein not misleading,and will reimburse such holder, such Electing Holder, such agentand such underwriter for any legal or other expenses reasonablyincurred by them in connection with investigating or defending anysuch action or claim as such expenses are incurred; *provided,however,* that the Company shall not be liable to any suchperson in any such case to the extent that any such loss, claim,damage or liability arises out of or is based upon an untruestatement or alleged untrue statement or omission or allegedomission made in such registration statement, or preliminary, finalor summary prospectus, or amendment or supplement thereto, inreliance upon and in conformity with written information furnishedto the Company by such person expressly for use therein.

## *Indemnification by the Holders and any Agents andUnderwriters.*  The Company may require, as a condition toincluding any Registrable Securities in any registration statementfiled pursuant to Section 2(b) hereof and to entering into anyunderwriting agreement with respect thereto, that the Company shallhave received an undertaking reasonably satisfactory to it from theElecting Holder of such Registrable Securities and from eachunderwriter named in any such underwriting agreement, severally andnot jointly, to (i) indemnify and hold harmless the Company, andall other holders of Registrable Securities, against any losses,claims, damages or liabilities to which the Company or such otherholders of Registrable Securities may become subject, under theSecurities Act or otherwise, insofar as such losses, claims,damages or liabilities (or actions in respect thereof) arise out ofor are based upon an untrue statement or alleged untrue statementof a material fact contained in such registration statement, or anypreliminary, final or summary prospectus contained therein orfurnished by the Company to any such Electing Holder, agent orunderwriter, or any amendment or supplement thereto, or arise outof or are based upon the omission or alleged omission to statetherein a material fact required to be stated therein or necessaryto make the statements therein not misleading, in each case to theextent, but only to the extent, that such untrue statement oralleged untrue statement or omission or alleged omission was madein reliance upon and in conformity with written informationfurnished to the Company by such Electing Holder or underwriterexpressly for use therein, and (ii) reimburse the Company for anylegal or other expenses reasonably incurred by the Company inconnection with investigating or defending any such action or claimas such expenses are incurred; *provided, however,* that nosuch Electing Holder shall be required to undertake liability toany person under this Section 6(b) for any amounts in excess of thedollar amount of the proceeds to be received by such ElectingHolder from the sale of such Electing Holder’s RegistrableSecurities pursuant to such registration.

## *Notices of Claims, Etc.*  Promptly after receipt byan indemnified party under subsection (a) or (b) above of writtennotice of the commencement of any action, such indemnified partyshall, if a claim in respect thereof is to be made against anindemnifying party pursuant to the indemnification provisions of orcontemplated by this Section 6, notify such indemnifying party inwriting of the commencement of such action; but the omission so tonotify the indemnifying party shall not relieve it from anyliability which it may have to any indemnified party otherwise thanunder the indemnification provisions of or contemplated by Section6(a) or 6(b) hereof. In case any such action shall be broughtagainst any indemnified party and it shall notify an indemnifyingparty of the commencement thereof, such indemnifying party shall beentitled to participate therein and, to the extent that it shallwish, jointly with any other indemnifying party similarly notified,to assume the defense thereof, with counsel reasonably satisfactoryto such indemnified party (who shall not, except with the consentof the indemnified party, be counsel to the indemnifying party),and, after notice from the indemnifying party to such indemnifiedparty of its election so to assume the defense thereof, suchindemnifying party shall not be liable to such indemnified partyfor any legal expenses of other counsel or any other expenses, ineach case subsequently incurred by such indemnified party, inconnection with the defense thereof other than reasonable costs ofinvestigation.  No indemnifying party shall, without thewritten consent of the indemnified party, effect the settlement orcompromise of, or consent to the entry of any judgment with respectto, any pending or threatened action or claim in respect of whichindemnification or contribution may be sought hereunder (whether ornot the indemnified party is an actual or potential party to suchaction or claim) unless such settlement, compromise or judgment(i) includes an unconditional release of the indemnified partyfrom all liability arising out of such action or claim and(ii) does not include a statement as to or an admission offault, culpability or a failure to act by or on behalf of anyindemnified party.

## *Contribution.*   If for any reason theindemnification provisions contemplated by Section 6(a) or Section6(b) are unavailable to or insufficient to hold harmless anindemnified party in respect of any losses, claims, damages orliabilities (or actions in respect thereof) referred to therein,then each indemnifying party shall contribute to the amount paid orpayable by such indemnified party as a result of such losses,claims, damages or liabilities (or actions in respect thereof) insuch proportion as is appropriate to reflect the relative fault ofthe indemnifying party and the indemnified party in connection withthe statements or omissions which resulted in such losses, claims,damages or liabilities (or actions in respect thereof), as well asany other relevant equitable considerations.  The relativefault of such indemnifying party and indemnified party shall bedetermined by reference to, among other things, whether the untrueor alleged untrue statement of a material fact or omission oralleged omission to state a material fact relates to informationsupplied by such indemnifying party or by such indemnified party,and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement oromission.  The parties hereto agree that it would not be justand equitable if contributions pursuant to this Section 6(d) weredetermined by pro rata allocation (even if the holders or anyagents or underwriters or all of them were treated as one entityfor such purpose) or by any other method of allocation which doesnot take account of the equitable considerations referred to inthis Section 6(d).  The amount paid or payable by anindemnified party as a result of the losses, claims, damages, orliabilities (or actions in respect thereof) referred to above shallbe deemed to include any legal or other fees or expenses reasonablyincurred by such indemnified party in connection with investigatingor defending any such action or claim. Notwithstanding theprovisions of this Section 6(d), no holder shall be required tocontribute any amount in excess of the amount by which the dollaramount of the proceeds received by such holder from the sale of anyRegistrable Securities (after deducting any fees, discounts andcommissions applicable thereto) exceeds the amount of any damageswhich such holder has otherwise been required to pay by reason ofsuch untrue or alleged untrue statement or omission or allegedomission, and no underwriter shall be required to contribute anyamount in excess of the amount by which the total price at whichthe Registrable Securities underwritten by it and distributed tothe public were offered to the public exceeds the amount of anydamages which such underwriter has otherwise been required to payby reason of such untrue or alleged untrue statement or omission oralleged omission.  No person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of theSecurities Act) shall be entitled to contribution from any personwho was not guilty of such fraudulent misrepresentation.  Theholders’ and any underwriters’ obligations in thisSection 6(d) to contribute shall be several in proportion to theprincipal amount of Registrable Securities registered orunderwritten, as the case may be, by them and not joint.

## The obligations of the Company under this Section 6 shall be inaddition to any liability which the Company may otherwise have andshall extend, upon the same terms and conditions, to each officer,director and partner of each holder, agent and underwriter and eachperson, if any, who controls any holder, agent or underwriterwithin the meaning of the Securities Act; and the obligations ofthe holders and any agents or underwriters contemplated by thisSection 6 shall be in addition to any liability which therespective holder, agent or underwriter may otherwise have andshall extend, upon the same terms and conditions, to each officerand director of the Company and to each person, if any, whocontrols the Company within the meaning of the Securities Act.

# *Underwritten Offerings*.

## *Selection of Underwriters.*  If any of theRegistrable Securities covered by the Shelf Registration are to besold pursuant to an underwritten offering, the managing underwriteror underwriters thereof shall be designated by Electing Holdersholding at least a majority in aggregate principal amount of theRegistrable Securities to be included in such offering, providedthat such designated managing underwriter or underwriters is or arereasonably acceptable to the Company.

## *Participation by Holders.*  Each holder ofRegistrable Securities hereby agrees with each other such holderthat no such holder may participate in any underwritten offeringhereunder unless such holder (i) agrees to sell such holder’sRegistrable Securities on the basis provided in any underwritingarrangements approved by the persons entitled hereunder to approvesuch arrangements and (ii) completes and executes allquestionnaires, powers of attorney, indemnities, underwritingagreements and other documents reasonably required under the termsof such underwriting arrangements.

# *Rule 144*.

The Company covenants tothe holders of Registrable Securities that to the extent it shallbe required to do so under the Exchange Act, the Company shalltimely file the reports required to be filed by it under theExchange Act or the Securities Act (including the reports underSection 13 and 15(d) of the Exchange Act referred to insubparagraph (c)(1) of Rule 144 adopted by the Commission under theSecurities Act) and the rules and regulations adopted by theCommission thereunder, and shall take such further action as anyholder of Registrable Securities may reasonably request, all to theextent required from time to time to enable such holder to sellRegistrable Securities without registration under the SecuritiesAct within the limitations of the exemption provided by Rule 144under the Securities Act, as such Rule may be amended from time totime, or any similar or successor rule or regulation hereafteradopted by the Commission.  Upon the request of any holder ofRegistrable Securities in connection with that holder’s salepursuant to Rule 144, the Company shall deliver to such holdera written statement as to whether it has complied with suchrequirements.

# *Miscellaneous*.

## *No Inconsistent Agreements.*   The Companyrepresents, warrants, covenants and agrees that it has not granted,and shall not grant, registration rights with respect toRegistrable Securities or any other securities which would beinconsistent with the terms contained in this Exchange andRegistration Rights Agreement.

## *Specific Performance.*  The parties heretoacknowledge that there would be no adequate remedy at law if theCompany fails to perform any of its obligations hereunder and thatthe Purchasers and the holders from time to time of the RegistrableSecurities may be irreparably harmed by any such failure, andaccordingly agree that the Purchasers and such holders, in additionto any other remedy to which they may be entitled at law or inequity, shall be entitled to compel specific performance of theobligations of the Company under this Exchange and RegistrationRights Agreement in accordance with the terms and conditions ofthis Exchange and Registration Rights Agreement, in any court ofthe United States or any State thereof having jurisdiction.

## *Notices.*   All notices, requests, claims, demands,waivers and other communications hereunder shall be in writing andshall be deemed to have been duly given when delivered by hand, ifdelivered personally or by courier, or three days after beingdeposited in the mail (registered or certified mail, postageprepaid, return receipt requested) as follows:  If to theCompany, to it at 1221 Broadway, Oakland, California 94612,Attention: General Counsel, and if to a holder, to the address ofsuch holder set forth in the security register or other records ofthe Company, or to such other address as the Company or any suchholder may have furnished to the other in writing in accordanceherewith, except that notices of change of address shall beeffective only upon receipt.

## *Parties in Interest.*  All the terms and provisionsof this Exchange and Registration Rights Agreement shall be bindingupon, shall inure to the benefit of and shall be enforceable by theparties hereto and the holders from time to time of the RegistrableSecurities and the respective successors and assigns of the partieshereto and such holders.  In the event that any transferee ofany holder of Registrable Securities shall acquire RegistrableSecurities, in any manner, whether by gift, bequest, purchase,operation of law or otherwise, such transferee shall, without anyfurther writing or action of any kind, be deemed a beneficiaryhereof for all purposes and such Registrable Securities shall beheld subject to all of the terms of this Exchange and RegistrationRights Agreement, and by taking and holding such RegistrableSecurities such transferee shall be entitled to receive thebenefits of, and be conclusively deemed to have agreed to be boundby all of the applicable terms and provisions of this Exchange andRegistration Rights Agreement.  If the Company shall sorequest, any such successor, assign or transferee shall agree inwriting to acquire and hold the Registrable Securities subject toall of the applicable terms hereof.

## *Survival.*  The respective indemnities, agreements,representations, warranties and each other provision set forth inthis Exchange and Registration Rights Agreement or made pursuanthereto shall remain in full force and effect regardless of anyinvestigation (or statement as to the results thereof) made by oron behalf of any holder of Registrable Securities, any director,officer or partner of such holder, any agent or underwriter or anydirector, officer or partner thereof, or any controlling person ofany of the foregoing, and shall survive delivery of and payment forthe Registrable Securities pursuant to the Purchase Agreement andthe transfer and registration of Registrable Securities by suchholder and the consummation of an Exchange Offer.

## ***Governing Law.*  This Exchange and RegistrationRights Agreement shall be governed by and construed in accordancewith the laws of the State of New York.**

## *Headings.*  The descriptive headings of the severalSections and paragraphs of this Exchange and Registration RightsAgreement are inserted for convenience only, do not constitute apart of this Exchange and Registration Rights Agreement and shallnot affect in any way the meaning or interpretation of thisExchange and Registration Rights Agreement.

## *Entire Agreement; Amendments.*  This Exchange andRegistration Rights Agreement and the other writings referred toherein (including the Indenture and the form of Securities) ordelivered pursuant hereto which form a part hereof contain theentire understanding of the parties with respect to its subjectmatter.  This Exchange and Registration Rights Agreementsupersedes all prior agreements and understandings between theparties with respect to its subject matter.  This Exchange andRegistration Rights Agreement may be amended and the observance ofany term of this Exchange and Registration Rights Agreement may bewaived (either generally or in a particular instance and eitherretroactively or prospectively) only by a written instrument dulyexecuted by the Company and the holders of at least a majority inaggregate principal amount of the Registrable Securities at thetime outstanding.  Each holder of any Registrable Securitiesat the time or thereafter outstanding shall be bound by anyamendment or waiver effected pursuant to this Section 9(h), whetheror not any notice, writing or marking indicating such amendment orwaiver appears on such Registrable Securities or is delivered tosuch holder.

## *Inspection.*  For so long as this Exchange andRegistration Rights Agreement shall be in effect, this Exchange andRegistration Rights Agreement and a complete list of the names andaddresses of all the holders of Registrable Securities shall bemade available for inspection and copying on any business day byany holder of Registrable Securities for proper purposes only(which shall include any purpose related to the rights of theholders of Registrable Securities under the Securities, theIndenture and this Agreement) at the offices of the Company at theaddress thereof set forth in Section 9(c) above and at the officeof the Trustee under the Indenture.

## *Counterparts.*  This agreement may be executed bythe parties in counterparts, each of which shall be deemed to be anoriginal, but all such respective counterparts shall togetherconstitute one and the same instrument.

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 truly yours,THE CLOROX COMPANYBy:       _/s/ Peter D.Bewley            Name: Peter D. Bewley           Title:   Senior Vice President - General

  Counsel

Accepted as of the datehereof: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.

**ExhibitA**

**TheClorox Company**

****

INSTRUCTION TO DTC PARTICIPANTS

**

*(Date ofMailing)*

**URGENT -IMMEDIATE ATTENTION REQUESTED**

****

***DEADLINE FOR RESPONSE: [DATE]****

The Depository TrustCompany (“DTC”) has identified you as a DTC Participantthrough which beneficial interests in the **The Clorox Company**(the “Company”) **[Title of Securities]** (the“Securities”) are held.

The Company is in theprocess of registering the Securities under the Securities Act of1933 for resale by the beneficial owners thereof.  In order tohave their Securities included in the registration statement,beneficial owners must complete and return the enclosed Notice ofRegistration Statement and Selling SecurityholderQuestionnaire.

It is important thatbeneficial owners of the Securities receive a copy of the enclosedmaterials as soon as possible as their rights to havethe Securities included in the registration statement depend upontheir returning the Notice and Questionnaire by **[Deadline ForResponse]**.  Please forward a copy of the encloseddocuments to each beneficial owner that holds interests in theSecurities through you.  If you require more copies of theenclosed materials or have any questions pertaining to this matter,please contact **The Clorox Company**, **[Address and TelephoneNumber of Issuer]**.

**TheClorox Company**

Notice ofRegistration StatementandSelling Securityholder Questionnaire

(Date)

Reference is hereby madeto the Exchange and Registration Rights Agreement (the“Exchange and Registration Rights Agreement”) between**The Clorox Company** (the “Company”) and thePurchasers named therein.  Pursuant to the Exchange andRegistration Rights Agreement, the Company has filed with theUnited States Securities and Exchange Commission (the“Commission”) a registration statement onForm **[__]** (the “Shelf RegistrationStatement”) for the registration and resale underRule 415 of the Securities Act of 1933, as amended (the“Securities Act”), of the Company’s **[Title ofSecurities]** (the “Securities”).  A copy of theExchange and Registration Rights Agreement is attachedhereto.  All capitalized terms not otherwise defined hereinshall have the meanings ascribed thereto in the Exchange andRegistration Rights Agreement.

Each beneficial owner ofRegistrable Securities (as defined below) is entitled to have theRegistrable Securities beneficially owned by it included in theShelf Registration Statement.  In order to have RegistrableSecurities included in the Shelf Registration Statement, thisNotice of Registration Statement and Selling SecurityholderQuestionnaire (“Notice and Questionnaire”) must becompleted, executed and delivered to the Company’s counsel atthe address set forth herein for receipt ON OR BEFORE **[Deadlinefor Response]**.  Beneficial owners of RegistrableSecurities who do not complete, execute and return this Notice andQuestionnaire by such date (i) will not be named as sellingsecurityholders in the Shelf Registration Statement and(ii) may not use the Prospectus forming a part thereof forresales of Registrable Securities.

Certain legal consequencesarise from being named as a selling securityholder in the ShelfRegistration Statement and related Prospectus.  Accordingly,holders and beneficial owners of Registrable Securities are advisedto consult their own securities law counsel regarding theconsequences of being named or not being named as a sellingsecurityholder in the Shelf Registration Statement and relatedProspectus.

The term“Registrable Securities” is defined in theExchange and Registration Rights Agreement.

ELECTION

The undersigned holder(the “Selling Securityholder”) of RegistrableSecurities hereby elects to include in the Shelf RegistrationStatement the Registrable Securities beneficially owned by it andlisted below in Item (3).  The undersigned, by signingand returning this Notice and Questionnaire, agrees to be boundwith respect to such Registrable Securities by the terms andconditions of this Notice and Questionnaire and the Exchange andRegistration Rights Agreement, including, without limitation,Section 6 of the Exchange and Registration Rights Agreement, as ifthe undersigned Selling Securityholder were an original partythereto.

Upon any sale ofRegistrable Securities pursuant to the Shelf RegistrationStatement, the Selling Securityholder will be required to deliverto the Company and Trustee the Notice of Transfer set forth inAppendix A to the Prospectus and as Exhibit B to the Exchangeand Registration Rights Agreement.

The Selling Securityholderhereby provides the following information to the Company andrepresents and warrants that such information is accurate andcomplete:

QUESTIONNAIRE

(1)       (a)        Full Legal Name ofSelling Securityholder:

(b)       Full Legal Name of Registered Holder (if not the same as in (a)above) of Registrable Securities Listed in Item (3)below:\

(c)       Full Legal Name of DTC Participant (if applicable and if not thesame as (b) above) Through Which Registrable Securities Listed inItem (3) below are Held:

(2)       Address for Notices to Selling Securityholder:
|                 | _________________________________________ _________________________________________ _________________________________________ |
|-----------------|-------------------------------------------------------------------------------------------------------------------------------|
| Telephone:      | _________________________________________                                                                                     |
| Fax:            | _________________________________________                                                                                     |
| Contact Person: | _________________________________________                                                                                     |

(3)       Beneficial Ownership of Securities:*Except as set forth below in this Item (3), the undersigneddoes not beneficially own any Securities*.

(a)       Principal amount of Registrable Securities beneficiallyowned:  _____________CUSIP No(s). of such Registrable Securities: ___________________________

(b)       Principal amount of Securities other than Registrable Securitiesbeneficially owned: __________________________________________________________CUSIP No(s). of such other Securities: _________________________________

(c)       Principal amount of Registrable Securities which the undersignedwishes to be included in the Shelf Registration Statement: _____________________________CUSIP No(s). of such Registrable Securities to be included in theShelf Registration Statement: ______________________________________________

(4)       Beneficial Ownership of Other Securities of the Company:*Except as set forth below in this Item (4), the undersignedSelling Securityholder is not the beneficial or registered owner ofany other securities of the Company, other than the Securitieslisted above in Item (3)*.State any exceptions here:

(5)       Relationships with the Company:*Except as set forth below, neither the Selling Securityholdernor any of its affiliates, officers, directors or principal equityholders (5% or more) has held any position or office or has had anyother material relationship with the Company (or its predecessorsor affiliates) during the past three years*.State any exceptions here:

(6)       Plan of Distribution:*Except as set forth below, the undersigned SellingSecurityholder intends to distribute the Registrable Securitieslisted above in Item (3) only as follows (if at all):  SuchRegistrable Securities may be sold from time to time directly bythe undersigned Selling Securityholder or, alternatively, throughunderwriters, broker-dealers or agents.  Such RegistrableSecurities may be sold in one or more transactions at fixed prices,at prevailing market prices at the time of sale, at varying pricesdetermined at the time of sale, or at negotiated prices.  Suchsales may be effected in transactions (which may involve crosses orblock transactions) (i) on any national securities exchange orquotation service on which the Registered Securities may be listedor quoted at the time of sale, (ii) in the over-the-countermarket, (iii) in transactions otherwise than on such exchanges orservices or in the over-the-counter market, or (iv) through thewriting of options.  In connection with sales of theRegistrable Securities or otherwise, the Selling Securityholder mayenter into hedging transactions with broker-dealers, which may inturn engage in short sales of the Registrable Securities in thecourse of hedging the positions they assume.  The SellingSecurityholder may also sell Registrable Securities short anddeliver Registrable Securities to close out such short positions,or loan or pledge Registrable Securities to broker-dealers that inturn may sell such securities*.

State any exceptionshere:

By signing below, theSelling Securityholder acknowledges the representations it isdeemed to have made in the Exchange and Registration RightsAgreement, that it understands its obligation to comply, and agreesthat it will comply, with the provisions of the Exchange Act andthe rules and regulations thereunder, particularly RegulationM.

In the event that theSelling Securityholder transfers all or any portion of theRegistrable Securities listed in Item (3) above after the dateon which such information is provided to the Company, the SellingSecurityholder agrees to notify the transferee(s) at the time ofthe transfer of its rights and obligations under this Notice andQuestionnaire and the Exchange and Registration RightsAgreement.

By signing below, theSelling Securityholder consents to the disclosure of theinformation contained herein in its answers to Items (1)through (6) above and the inclusion of such information in theShelf Registration Statement and related Prospectus.  TheSelling Securityholder understands that such information will berelied upon by the Company in connection with the preparation ofthe Shelf Registration Statement and related Prospectus.

In accordance with theSelling Securityholder’s obligation under Section 3(d)of the Exchange and Registration Rights Agreement to provide suchinformation as may be required by law for inclusion in the ShelfRegistration Statement, the Selling Securityholder agrees topromptly notify the Company of any inaccuracies or changes in theinformation provided herein which may occur subsequent to the datehereof at any time while the Shelf Registration Statement remainsin effect.  All notices hereunder and pursuant to the Exchangeand Registration Rights Agreement shall be made in writing, byhand-delivery, first-class mail, or air courier guaranteeingovernight delivery as follows:
| (i)        To the Company: | ____________________________ ____________________________ ____________________________ ____________________________ ____________________________ |
|--------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)       With a copy to:      | ____________________________ ____________________________ ____________________________ ____________________________ ____________________________ |

Once this Notice andQuestionnaire is executed by the Selling Securityholder andreceived by the Company’s counsel, the terms of this Noticeand Questionnaire, and the representations and warranties containedherein, shall be binding on, shall inure to the benefit of andshall be enforceable by the respective successors, heirs, personalrepresentatives, and assigns of the Company and the SellingSecurityholder (with respect to the Registrable Securitiesbeneficially owned by such Selling Securityholder and listed inItem (3) above.  This Agreement shall be governed in allrespects by the laws of the State of New York.

IN WITNESS WHEREOF, theundersigned, by authority duly given, has caused this Notice andQuestionnaire to be executed and delivered either in person or byits duly authorized agent.

Dated: ________________________

_________________________________________Selling Securityholder(Print/type full legal name of beneficial owner of RegistrableSecurities)

By:      ___________________________________           Name:           Title:

PLEASE RETURN THECOMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON ORBEFORE **[DEADLINE FOR RESPONSE]** TO THE COMPANY’SCOUNSEL AT:

____________________________________________________________________________________________________________________________________________

**ExhibitB**

NOTICE OFTRANSFER PURSUANT TO REGISTRATION STATEMENT

[Name of Trustee]The Clorox Companyc/o [Name of Trustee]**[Address of Trustee]**

Attention:  TrustOfficer

           Re:       The Clorox Company (the“Company”)                       [Title of Securities]

Dear Sirs:

Please be advised that_________________ has transferred $_______________ aggregateprincipal amount of the above-referenced Notes pursuant to aneffective Registration Statement on Form**[**     **]** (File No.333-         ) filedby the Company.

We hereby certify that theprospectus delivery requirements, if any, of the Securities Act of1933, as amended, have been satisfied and that the above-namedbeneficial owner of the Notes is named as a “SellingHolder” in the Prospectus dated **[date]** or insupplements thereto, and that the aggregate principal amount of theNotes transferred are the Notes listed in such Prospectus oppositesuch owner’s name.

Dated:

Very truly yours,_____________________________________(Name)

By:      ________________________________           (Authorized Signature

*Not less than 28 calendardays from date of mailing.