THE CLOROX COMPANY 
ANNUAL
INCENTIVE PLAN 
As Amended and Restated Effective 
as of August 13, 2009 

1.
Purpose. 

     The purpose
of The Clorox Company Annual Incentive Plan (the "Plan") is to attract and
retain the best available personnel for positions of substantial responsibility
and to provide an incentive for employees of The Clorox Company, a Delaware
corporation (the "Company") and its subsidiaries to recognize and reward those
employees. The Company’s executives are eligible to earn short-term incentive
awards under this Plan and under the Company’s Executive Incentive Compensation
Plan. 

2.
Definitions. 

     The following terms will have the
following meaning for purposes of the Plan: 

		(a)		"Award" means a bonus paid in
      cash.
	          		     	
		(b)		"Board" means the Board of
      Directors of the Company.
		 
		(c)		"Chief Executive Officer" means
      the chief executive officer of the Company.
		 
		(d)		"Code" means the Internal Revenue
      Code of 1986, as amended.
		 
		(e)		"Committee" means the Management
      Development and Compensation Committee of the Board, or such other
      Committee designated by the Board to administer the Plan.
		 
		(f)		"Employee" means any person
      employed by the Company or any Subsidiary.
		 
		(g)		"Executive Committee" means the
      executives who are members of the Company’s management executive
      committee.
		 
		(h)		"Vice President" means a regular
      salaried Employee scheduled to work more than 20 hours per week who is in
      salary grade 30 or above and who is not a member of the Executive
      Committee, but is either (1) a Vice President , or (2) an Associate or
      Assistant General Counsel.
		 
		(i)		"Participant" means an Employee
      selected by the Committee to participate in the Plan.
		 
		(j)		"Retirement" means termination of
      employment with the Company, other than by reason of death or disability,
      (1) at age 65, (2) at least age 55 with at least ten years of vesting
      service under The Clorox Company Pension Plan or (3) with at least 20
      years of vesting service under The Clorox Company Pension
  Plan.
		 


		(k)		"Subsidiary" means any
      corporation in which the Company, directly or indirectly, controls 50
      percent or more of the total combined voting power of all classes of
      stock.
	          		     	
		(l)		"Year" means a fiscal year of the
      Company.
		 





3.
Awards. 

		(a)		Within 90 days after the
      beginning of each Year, the Committee will select Participants for the
      Year and establish in writing the method by which the Awards will be
      calculated for that Year. The Committee may provide for payment of all or
      part of the Award in the case of retirement, death, disability or change
      of ownership of control of the Company or a Subsidiary during the Year in
      accordance with Section 409A (as defined in Section 15
below).
	     		     	
		(b)		For the Chief Executive Officer
      and the Executive Committee, the Committee shall determine and certify the
      amount of the Award, if any, to be made. The Committee may increase,
      decrease or eliminate, any Award calculated under the methodology
      established in accordance with paragraph (a) in order to reflect
      additional considerations relating to performance.
		 
		(c)		For Vice Presidents and all other
      participants, the Chief Executive Officer shall determine and certify the
      amount of the Award, if any, to be made. The Chief Executive Officer may
      increase, decrease or eliminate, any Award calculated under the
      methodology established in accordance with paragraph (a) in order to
      reflect additional considerations relating to performance.
				 
		(d)		
      Awards will be paid to the
      Participants following certification and no later than ninety (90) days
      following the close of the Year with respect to which the Awards are made,
      unless all or a portion of a Participant's Award is deferred pursuant to
      the Participant's timely and validly made election made in accordance with
      such terms as the Company, the Board or a committee thereof may determine.
      A timely election is one that satisfies the requirements of Section 409A
      (as defined in Section 15 below) and typically for performance based
      compensation must be made at least six months before the end of the
      Performance Period, provided that the Participant performs services
      continuously from the later of the beginning of the Performance Period or
      the date the performance criteria are established through the date an
      election is made and provided further that in no event may a deferral be
      made after such compensation has become readily ascertainable as set forth
      in Section 409A (as defined in Section 15 below).

				 
		(e)		
      The Company shall withhold from the
      payment of any Award hereunder any amount required to be withheld for
      taxes. 




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	     	(f)	     	
      In the event of a restatement of the
      Company's financial results to correct a material error resulting from
      fraud or intentional misconduct, as determined by the Board or the
      Committee, the Board, or the Committee, will review all compensation that
      was made pursuant to this Plan on the basis of having met or exceeded
      specific performance targets for performance periods beginning after June
      30, 2008 which occur during the years for which financial statements are
      restated. If a lower payment of performance-based compensation would have
      been made to the Participants based upon the restated financial results,
      the Board or the Committee, as applicable, will, to the extent permitted
      by governing law and subject to the following sentence, seek to recoup for
      the benefit of the Company the amount by which the individual
      Participant's Award(s) for the restated years exceeded the lower payment
      that would have been made based on the restated financial results, plus a
      reasonable rate of interest; provided, however, that neither the Board nor
      the Committee will seek to recoup Awards paid more than three years prior
      to the date on which the Company announces the need for the applicable
      financial statements to be restated. The Board, or the Committee, will
      only seek to recoup Awards paid to Participants who are the Chief
      Executive Officer, members of the Executive Committee or Vice Presidents,
      whose fraud or intentional misconduct was a significant contributing
      factor to the need for such restatement, as determined by the Board or the
      Committee, as
applicable.



4.
Termination of Employment. 

     Except as may be specifically
provided in an Award pursuant to Section 3(a), a Participant shall have no right to an Award under the Plan for any Year
in which the Participant is not actively employed by the Company or its
Subsidiaries on June 30 of such Year. When establishing Awards each Year, the
Committee may also provide that in the event a Participant is not employed by
the Company or its Subsidiaries on the date on which the Award is paid, the
Participant may forfeit his or her right to the Award paid under the Plan.


5.
Administration. 

     The Plan
will be administered by the Committee. The Committee will have the authority to
interpret the Plan, to prescribe rules relating to the Plan and to make all
determinations necessary or advisable in administering the Plan. Decisions of
the Committee with respect to the Plan will be final and conclusive. 

6.
Unfunded Plan. 

     Awards under
the Plan will be paid from the general assets of the Company, and the rights of
Participants under the Plan will be only those of general unsecured creditors of
the Company. 

7.
Amendment or Termination of the Plan.


     The Committee may from time to time
suspend, revise, amend or terminate the Plan. 

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8.
Applicable Law. 

     To the
extent not preempted by federal law, the Plan shall be construed in accordance
with and governed by the laws of the State of California, excluding any
conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of this Plan to the substantive law of another
jurisdiction. 

9.
No Rights to Employment. 

     Nothing
contained in the Plan shall give any person the right to be retained in the
employment of the Company or any of its Subsidiaries. The Company reserves the
right to terminate any Participant at any time for any reason notwithstanding
the existence of the Plan. 

10.
No Assignment. 

     Except as
otherwise required by applicable law, any interest, benefit, payment, claim or
right of any Participant under the Plan shall not be sold, transferred,
assigned, pledged, encumbered or hypothecated by any Participant and shall not
be subject in any manner to any claims of any creditor of any Participant or
beneficiary, and any attempt to take any such action shall be null and void.
During the lifetime of any Participant, payment of an Award shall only be made
to such Participant. Notwithstanding the foregoing, the Committee may establish
such procedures as it deems necessary for a Participant to designate a
beneficiary to whom any amounts would be payable in the event of any
Participant's death. 

11.
Gender, Number and References.


     Except where
otherwise indicated by the context, any masculine term used herein also shall
include the feminine, the plural shall include the singular and the singular
shall include the plural. Any reference in the Plan to a Section of the Plan
either in the Plan or to an act or code or to any section thereof or rule or
regulation thereunder shall be deemed to refer to such Section of the Plan, act,
code, section, rule or regulation, as may be amended from time to time, or to
any successor Section of the Plan, act, code, section, rule or regulation.


12.
Severability. 

     If any one
or more of the provisions contained in this Plan, or any application thereof,
shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein and all
other applications thereof shall not in any way be affected or impaired thereby.
This Plan shall be construed and enforced as if such invalid, illegal or
unenforceable provision has never comprised a part hereof, and the remaining
provisions hereof shall remain in full force and effect and shall not be
affected by the invalid, illegal or unenforceable provision or by its severance
herefrom. In lieu of such invalid, illegal or unenforceable provisions there
shall be added automatically as a part hereof a provision as similar in terms
and economic effect to such invalid, illegal or unenforceable provision as may
be possible and be valid, legal and enforceable. 

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13. Requirements of Law.


     The issuance
of cash under the Plan shall be subject to all applicable laws and to such
approvals by any governmental agencies or national securities exchanges as may
be required.

14. Non-Exclusive Plan.


     The adoption
of the Plan by the Board shall not be construed as creating any limitations on
the power of the Board or a committee thereof to adopt such other incentive
arrangements as it may deem desirable. 

15. Section 409A Compliance.


     To the
extent applicable, it is intended that this Plan and any Awards granted
hereunder comply with the requirements of Section 409A of the Code and any
related regulations or other guidance promulgated with respect to such Section
by the U.S. Department of the Treasury or the Internal Revenue Service ("Section
409A"). Any provision that would cause the Plan or any Award granted hereunder
to fail to satisfy Section 409A shall have no force or effect until amended to
comply with Section 409A, which amendment may be retroactive to the extent
permitted by Section 409A. 

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