Exhibit 4.2 

THE CLOROX COMPANY 

OFFICERS’ CERTIFICATE PURSUANT TO THE
INDENTURE 

October 9, 2007 

     Reference is
made to the Indenture (the “Indenture”), dated as of October 9, 2007, between
The Clorox Company, a Delaware corporation (the “Company”), and The Bank of New
York Trust Company, N.A., as trustee (the “Trustee”), in connection with the
issuance of $350,000,000 of the Company’s 5.45% Senior Notes due 2012 (the “2012
Notes”) and $400,000,000 of the Company’s 5.95% Senior Notes due 2017 (the “2017
Notes” and, together with the 2012 Notes, the “Notes”). Unless otherwise defined
herein, capitalized terms used in this certificate have the meaning assigned to
them in the Indenture. This certificate is issued pursuant to Section 301 of the
Indenture.

     We, Charles
R. Conradi and Laura Stein, the duly appointed Vice President - Treasurer and
Senior Vice President and General Counsel, respectively, of the Company, HEREBY
CERTIFY that: 

          1. We have read the provisions
of the Indenture setting forth conditions precedent to authentication and
delivery by the Trustee of the Notes and all definitions in the Indenture
relating thereto; 

          2.
We have examined: (i) the resolutions of the
Board of Directors of the Company (the “Board”)
adopted on September 19, 2007; (ii) such agreements, certificates of public
officials and certificates of officers or other representatives of the Company;
and (iii) such other documents, certificates and corporate or other records as
we have deemed necessary as a basis for the opinions hereinafter expressed;


          3. In the opinion of each of
the undersigned, he has made such examination or investigation as is necessary
to enable him to express an informed opinion as to whether or not the conditions
referred to above have been complied with; 

          4. We are of the opinion that
the conditions to be satisfied by the Company as set forth in the Indenture
relating to the authentication and delivery of the Notes have been complied
with; and 

          5.
Pursuant to Section 301 of the Indenture, the
terms and conditions of the Notes are established
and approved to be the following: 

	      	a.	      	Title:
		 
		 		“5.45% Senior Notes
      due 2012” and “5.95% Senior Notes due
2017.”







		b.		Aggregate Principal
      Amount:
	      		      	
		 		The Notes are not
      limited as to the aggregate principal amount of such series that the
      Company may issue. The 2012 Notes have an aggregate original principal
      amount of $350,000,000. The 2017 Notes have an aggregate original
      principal amount of $400,000,000. The Company may create and issue
      additional securities having the same terms and conditions as the Notes in
      all respects, except for issue date, issue price and, if applicable, the
      first payment of interest on such additional securities. Additional
      securities issued in this manner will be consolidated with and will form a
      single series with the Notes.
		 
		c.		Form of
      Security:
		 
		 		The 2012 Notes will be
      issued in global form, with the form of the Note attached hereto as
      Exhibit A. The 2017 Notes will be issued in global form, with the form of
      the Note attached hereto as Exhibit
      B.
		 
		d.		Principal Repayment
      Date:
		 
		 		The 2012 Notes will
      mature on October 15, 2012. The 2017 Notes will mature on October 15,
      2017.
		 
		e.		Interest:
		 
		 		Interest on the 2012
      Notes shall be paid at the rate of 5.45% per annum. Interest on the 2017
      Notes shall be paid at the rate of 5.95% per annum. Interest on each
      series of the Notes shall accrue from October 9, 2007 or from the most
      recent Interest Payment Date to which interest has been paid or duly
      provided for, semi-annually on April 15 and October 15 in each year,
      commencing April 15, 2008. The Regular Record Dates shall be April 1 and
      October 1.
		 
		f.		Place of Payment of
      Interest and Principal:
		 
		 		The Corporate Trust
      Office of the Trustee.
		 
		g.		Redemption
      Provisions:
		 
		 		The redemption
      provisions of Article 11 of the Indenture, including, without limitation,
      Section 1108(b), are applicable to the Notes, with the number of basis
      points to be added to the applicable Treasury Yield in determining the
      discount rate in Section 1108(b) equal to 20 basis points for the 2012
      Notes and 25 basis points for the 2017 Notes.
		 
		h.		Sinking Fund
      Obligations:
				 
				The Notes shall not contain any
      Sinking Fund provisions and Article 12 of the Indenture is inapplicable to
      the Notes.







		i.		Denominations:
	      		      	
		 		$2,000 and integral
      multiples of $1,000 in excess thereof.
		 
		j.		Additional
      Principal Payable Upon an Event of Default:
		 
		 		Not
    applicable.
		 
		k.		Inapplicability of,
      or Additional, Events of Default:
		 
		 		Not
    applicable.
		 
		l.		Trustee Other than
      The Bank of New York Trust Company, N.A.:
		 
		 		Not
    applicable.
		 
		m.		Payment of
      Principal and Interest in Non-U.S. Dollar Currencies:
		 
		 		Not
    applicable.
		 
		n.		Payment of
      Principal and Interest in Non-U.S. Dollar Currencies at Election of the
      Company:
		 
		 		Not
    applicable.
		 
		o.		Currency
      Determination Agent:
		 
		 		Not
    applicable.
		 
		p.		Satisfaction and
      Discharge Provisions Other Than as Set Forth in the
      Indenture:
		 
		 		Not
    applicable.
		 
		q.		Date of Global
      Securities if Other Than Original Issuance Date:
		 
		 		Not
    applicable.
		 
		r.		Guarantees:
		 
		 		Not
    applicable.







	      	s.	      	Other
      Terms:
		 
		 		Section 1004
      contained in the Indenture shall not apply to the Notes and shall be
      replaced by the following:
	      		      	      	 
					Section 1004. Offer to Repurchase Upon Change of Control Triggering Event.
      
					 
					
           (A)
      Upon the occurrence of a Change of Control Triggering Event, unless the
      Company has exercised its right to redeem the Securities of such series
      pursuant to Section 1108, each Holder will have the right to require the
      Company to repurchase all or any part (equal to $2,000 or an integral
      multiple of $1,000 in excess thereof) of each Holder’s Securities pursuant
      to the offer described below (the “Change of Control Offer”) at a purchase
      price equal to 101% of the aggregate principal amount thereof plus accrued
      and unpaid interest, if any, to the date of purchase (the “Change of
      Control Payment”). Within 30 days following any Change of Control
      Triggering Event, the Company shall mail a notice to each Holder (with a
      written copy of such notice to the Trustee) describing the transaction or
      transactions that constitute the Change of Control Triggering Event and
      offering to repurchase the Securities on the date specified in the notice,
      which date will be no later than 30 days and no later than 60 days from
      the date such notice is mailed (the “Change of Control Payment Date”),
      pursuant to the procedures required herein and described in such notice.
      The Company shall comply with the requirements of Rule 14e–1 under the
      Exchange Act and any other securities laws and regulations thereunder to
      the extent such laws and regulations are applicable in connection with the
      repurchase of the Securities as a result of a Change of Control Triggering
      Event. To the extent that the provisions of any securities laws or
      regulations conflict with this Section 1004(A), the Company will comply
      with the applicable securities laws and regulations and will not be deemed
      to have breached its obligations under this Section 1004 by virtue of such
      conflicts.

           (B) On
      the Change of Control Payment Date, the Company shall, to the extent
      lawful, (i) accept for payment all the Securities or portions thereof
      properly tendered pursuant to the Change of Control Offer, (ii) deposit
      with the Paying Agent an amount equal to the Change of Control Payment in
      respect of all the Securities of such series or portions thereof properly
      tendered and (iii) deliver or cause to be delivered for cancellation to
      the Trustee the Securities properly accepted together with an Officers’
      Certificate stating the aggregate principal amount of the Securities or
      portions thereof being purchased by the Company. The Paying Agent shall
      promptly mail to each Holder of the Securities properly tendered the
      Change of Control Payment for such Securities, and the Trustee, upon
      receipt of a Company Request, shall promptly authenticate and mail (or
      cause to be transferred by book entry) to each Holder a new Security of
      such series equal in principal amount to any unpurchased portion of the
      Securities surrendered by such Holder, if any; in denominations as set
      forth in the Indenture. 








		   		The
      following definitions shall be included in the Indenture with respect to
      the Notes:
	      		      	      	 
					
           “Below Investment Grade Rating
      Event” means the Securities of a series
      are rated below an Investment Grade Rating by each of the Rating Agencies
      on any date from the date of the public notice of an arrangement that
      could result in a Change of Control until the end of the 60-day period
      following public notice of the occurrence of the Change of Control (which
      60-day period shall be extended so long as the rating of the Securities of
      such series is under publicly announced consideration for possible
      downgrade by any of the Rating Agencies); provided, that a Below
      Investment Grade Rating Event otherwise arising by virtue of a particular
      reduction in rating shall not be deemed to have occurred in respect of a
      particular Change of Control (and thus shall not be deemed a Below
      Investment Grade Rating Event for purposes of the definition of Change of
      Control Triggering Event hereunder) if the Rating Agencies making the
      reduction in rating to which this definition would otherwise apply do not
      announce or publicly confirm or inform the Trustee in writing at its
      request that the reduction was the result, in whole or in part, of any
      event or circumstance comprised of or arising as a result of, or in
      respect of, the applicable Change of Control (whether or not the
      applicable Change of Control shall have occurred at the time of the Below
      Investment Grade Rating Event). 

           
      “Change of Control” means the occurrence of any of the following: (1) the
      direct or indirect sale, transfer, conveyance or other disposition (other
      than by way of merger or consolidation), in one or a series of related
      transactions, of all or substantially all of the properties or assets of
      the Company and its Subsidiaries taken as a whole to any “person” (as that
      term is used in Section 13(d)(3) of the Exchange Act) other than the
      Company or one of its Subsidiaries; (2) the adoption of a plan relating to
      the liquidation or dissolution of the Company; (3) the consummation of any
      transaction (including, without limitation, any merger or consolidation)
      the result of which is that any “person” (as defined above), becomes the
      beneficial owner, directly or indirectly, of more than 50% of the
      Company’s Voting Stock; or (4) the first day on which a majority of the
      members of the Company’s Board of Directors are not Continuing
      Directors.








					     “Change of Control Triggering
      Event” means the occurrence of both a
      Change of Control and a Below Investment Grade Rating Event. 
           “Investment Grade
      Rating” means a rating equal to or
      higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the
      equivalent) by S&P. 

           “Moody’s”
      means Moody’s Investors Service, Inc.
      

           “Rating Agencies” means (1) each of Moody’s and S&P; and (2) if
      either of Moody’s or S&P ceases to rate the Securities of such series
      or fails to make a rating of the Securities of such series publicly
      available for reasons outside of the Company’s control, a “nationally
      recognized statistical rating organization” within the meaning of Rule
      15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as
      certified by a Board Resolution) as a replacement agency for Moody’s or
      S&P, or both, as the case may be. 

           “S&P” means Standard &
      Poor’s Ratings Services, a division of The McGraw Hill Companies,
      Inc.

		   			
				The first sentence of
      Section 403 contained in the Indenture shall not apply to the Notes and
      shall be replaced by the following:
	      		      	      	 
					
      Upon the Company’s exercise under
      Section 401 of the option applicable to this Section 403, the Company
      shall be released from any obligations under the covenants contained in
      Sections 801, 1004, 1007, 1008 and 1009 hereof (and any other covenant in
      addition to those set forth herein applicable to the Securities of any
      series pursuant to Section 301 hereof specified to be released as provided
      under this Section 403) with respect to the Outstanding Securities of the
      particular series, along with any additional covenants contained in such
      Security or any supplemental Indenture in connection therewith, on and
      after the date the conditions set forth below in Section 404 are satisfied
      (hereinafter, “Covenant defeasance”), and the Securities of that series
      shall thereafter be deemed not “Outstanding” for the purposes of any
      direction, waiver, consent or declaration or act of Holders (and the
      consequences of any thereof) in connection with such covenants, but shall
      continue to be deemed “Outstanding” for all other purposes hereunder (it
      being understood that such Securities shall not be deemed outstanding for
      accounting purposes).








				The first sentence of
      Section 406 contained in the Indenture shall not apply to the Notes and
      shall be replaced by the following:
	      	   	      	      	 
					
      Notwithstanding the satisfaction and
      discharge of this Indenture and of the Securities of a particular series
      referred to in Sections 401, 402, 404, or 405, the respective obligations
      of the Company and the Trustee for the Securities of a particular series
      under Sections 303, 304, 305, 309, 407, 408, 409, 410, and 508, Article
      Six, and Sections 701, 702, 1002, 1003, 1004 and 1006, shall survive with
      respect to the Securities of that series until the Securities of that
      series are no longer outstanding, and thereafter the obligations of the
      Company and the Trustee for the Securities of a particular series with
      respect to that series under Sections 407, 408, 409, and 410 shall
      survive.



 

 

[Signatures on following
page]

 

 




     IN WITNESS
WHEREOF, the undersigned have executed this certificate as of the date first
written above. 

	 	By: 
    	/s/ Charles R. Conradi	 
		  	Name:  	Charles R.
      Conradi  	
		  	Title:  	Vice President -
      Treasurer  	
		  	
		 	
		  	
		  	
		By: 
    	/s/ Laura Stein  	
		  	Name:   	Laura
      Stein  	
		  	Title:  	Senior Vice
      President and General Counsel 	



 

 

 

 

 

[Signature Page to Officers’ Certificate
– Indenture] 




EXHIBIT A 

FORM OF 2012 NOTE 

 

 

 

 

 




     THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE SECURITIES IN
CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.

     UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


THE CLOROX COMPANY 

5.45% Senior Notes due 2012


	No.
      1 	CUSIP NO.
      189054 AP4 
	  	ISIN NO.
      US189054 AP49 



$350,000,000 
as revised by “Exchanges of
Interests
in the Global Security,” attached hereto 

     The Clorox
Company, a corporation duly organized and existing under the laws of the State
of Delaware (herein called the “Company,” which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of
THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000), or such greater or lesser amount set forth on “Exchanges
of Interests in the Global Security,” attached hereto, on October 15, 2012 and
to pay interest thereon from October 9, 2007 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on April 15 and October 15 in each year, commencing April 15, 2008, at the rate
of 5.45% per annum, until the principal hereof is paid or made available for
payment; provided that any principal and any such installment of interest that is overdue
shall bear interest at the rate of 5.45% per annum (to the extent that payment
of such interest shall be legally enforceable) from the dates such amounts are
due until they are paid or made available for payment. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. The interest so payable,
and punctually paid or duly provided for (except for Defaulted Interest), on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be April 1 or October 1 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date even if the
Securities are cancelled, repurchased or redeemed after the Regular Record Date
and on or before the Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.  




2 

     Payments in
respect of the Securities represented by a Global Security (including principal,
premium, if any, and interest) will be made by the transfer of immediately
available funds to the accounts specified by DTC or any successor depositary.


     Reference is
hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place. 

 

[Signatures on the following page]





     Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


     In Witness Whereof, the Company has
caused this instrument to be duly executed. 

Dated: October 9, 2007 


	THE
      CLOROX COMPANY  
	   
	  
	By: 
    	 
		Name:  
		Title: 
  




     This is one
of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 

Dated: October 9, 2007 

THE BANK OF NEW YORK TRUST COMPANY,
N.A.,
as Trustee 

	By: 
    	  	 
	  	Authorized Signatory  






4 

(Form of Reverse of Security)


     This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued under an Indenture, dated as of October 9, 2007
(herein called the “Indenture”, which term shall have the meaning assigned to it
in such instrument), between the Company and The Bank of New York Trust Company,
N.A., as trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture and
all indentures supplemental thereto for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. 

     The
Securities are subject to redemption prior to the Stated Maturity upon not less
than 30 nor more than 60 days’ notice by mail, at any time, as a whole or from
time to time, in part, at the election of the Company, at a Redemption Price
equal to the greater of (1) 100% of the principal amount of the Securities to be
redeemed or (2) the sum of the present values of the remaining scheduled
payments on the Securities to be redeemed consisting of principal and interest,
exclusive of interest accrued to the Redemption Date, discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Yield plus 20 basis points, plus accrued
and unpaid interest to the Redemption Date; provided, that interest installments
whose Stated Maturity is on or prior to such Redemption Date will be payable to
the Holders of such Securities of record at the close of business on the
relevant Regular Record Dates referred to on the face hereof, all as provided in
the Indenture. 

     Upon the
occurrence of a Change of Control Triggering Event, each Holder of the
Securities will have the right to require the Company to repurchase all or any
part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
such Holder’s Securities pursuant to a Change of Control Offer provided for in
the Indenture (pursuant to an Officers’ Certificate under the Indenture dated
October 9, 2007) at an offer price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest, if any, thereon, to
the Change of Control Payment Date. Within 30 days following any Change of
Control Triggering Event, the Company shall mail to each Holder a notice setting
forth the procedures governing such Change of Control Offer as required by the
Indenture. 

     In the event
of redemption or repurchase of this Security in part only, a new Security or
Securities of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof. 

     The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture. 

     If an Event
of Default with respect to the Securities shall occur and be continuing, the
principal of the Securities may be declared due and payable in the manner and
with the effect provided in the Indenture. 

     The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification or waiver of the rights and obligations of the
Company and the rights of the Holders of the Securities to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of more than 50% in aggregate principal amount of the Securities at the
time Outstanding to be affected. The Indenture also contains provisions
permitting the Holders of more than 50% in aggregate principal amount of the
Securities at the time Outstanding, on behalf of the Holders of all of the
Securities, to waive compliance with certain provisions of the Indenture and
certain past Defaults (other than with respect to nonpayment or in respect of a
provision that cannot be amended without the written consent of each Holder
affected) under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security. 




5 

     As provided
in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities,
the Holders of not less than 25% in aggregate principal amount of the Securities
at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee satisfactory indemnity, and the Trustee shall not have received from
the Holders of a majority in aggregate principal amount of the Securities at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein. 

     No reference
herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed. 

     As provided
in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or its attorney duly authorized in
writing, and thereupon one or more new Securities of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees. 

     The
Securities are issuable only in registered form without coupons in denominations
of $2,000 and integral multiples of $1,000 thereof. As provided in the Indenture
and subject to certain limitations therein set forth, the Securities are
exchangeable for a like aggregate principal amount of the Securities of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same. 

     No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. 

     Prior to due
presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary. 

     The
Indenture and the Securities shall be governed by, and construed in accordance
with, the laws of the State of New York. 

     All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture. 




6 

ASSIGNMENT FORM 

     To assign this Security, fill in the
form below and have your signature guaranteed: (I) or (we) assign and transfer
this Note to


	(Insert assignee’s soc. sec. or tax I.D. no.)
  
	  
	 
	 
	 
	 
	 
	 
	(Print or
      type assignee’s name, address and zip code)  
	 
	
      and irrevocably appoint
      ____________________________________________________________ agent to
      transfer this Security on the books of the Company. The agent may
      substitute another to act for him. 

	 
	 



	Date:  	 	 	Your
      Name:  	 
	  	       
                         
                   (Print your name exactly as it appears on the face of this
      Note)  
	  
	  	Your
      Signature:  	 
	  	       
                         
                 (Sign
      exactly as your name appears on the face of this Note)  
	  
		Signature
      Guarantee*:  	 


 
____________________
 

	*	      	Participant in a
      recognized Signature Guarantee Medallion Program (or other signature
      guarantor acceptable to the Trustee).






7 

OPTION OF HOLDER TO ELECT PURCHASE


     If you want
to elect to have this Security purchased by the Company pursuant to Section 1004
of the Indenture, check the box below: 

     [_] Section 1004 

     If you want
to elect to have only part of the Note purchased by the Company pursuant to
Section 1004 of the Indenture, state the amount you elect to have purchased:


$ ______________

	Date:  	 	 	Your
      Signature:  	 	 
	  		(Sign exactly as
      your name appears on the face of this Note)  
	  
		Tax Identification
      No:  	 



	Signature Guarantee*:  
	  	 
	  	 
	  
	(*Participant in
      a Recognized Signature  	 
	Guarantee Medallion Program)  






8

EXCHANGES OF INTERESTS IN THE GLOBAL
SECURITY

     The following exchanges of a part of
this Global Security for an interest in another Global Security or for a
definitive Security, or exchanges of a part of another Global Security or
definitive Security for an interest in this Global Security, have been
made:

							Principal		Signature
      of
			Amount of		Amount of		Amount of this		authorized
			decrease in		increase in		Global Security		signatory of
		 	Principal	 	Principal		following such		Trustee or
	Date of	 	Amount of this	 	Amount of this	 	decrease (or	 	Security
	Exchange	    
      	Global
      Security	    
      	Global
      Security	    
      	increase)	    
      	Custodian



 





EXHIBIT B 

FORM OF 2017 NOTE


 

 

 

 

 




     THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE SECURITIES IN
CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY
THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.

     UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



THE CLOROX
COMPANY

5.95% Senior Notes due
2017

	No.
      1 	CUSIP NO.
      189054 AN9 
		ISIN NO.
      US189054 AN90 



$400,000,000
as revised by “Exchanges of Interests
in the Global
Security,” attached hereto

     The Clorox
Company, a corporation duly organized and existing under the laws of the State
of Delaware (herein called the “Company,” which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of
FOUR HUNDRED MILLION DOLLARS ($400,000,000), or such greater or lesser amount
set forth on “Exchanges of Interests in the Global Security,” attached hereto,
on October 15, 2017 and to pay interest thereon from October 9, 2007 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on April 15 and October 15 in each year, commencing
April 15, 2008, at the rate of 5.95% per annum, until the principal hereof is
paid or made available for payment; provided that any principal and any
such installment of interest that is overdue shall bear interest at the rate of
5.95% per annum (to the extent that payment of such interest shall be legally
enforceable) from the dates such amounts are due until they are paid or made
available for payment. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. The interest so payable, and punctually paid or duly
provided for (except for Defaulted Interest), on any Interest Payment Date will,
as provided in the Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be April 1 or October
1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date even if the Securities are cancelled, repurchased or
redeemed after the Regular Record Date and on or before the Interest Payment
Date. Any such interest not so punctually paid or duly provided for will
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.




2 

     Payments in
respect of the Securities represented by a Global Security (including principal,
premium, if any, and interest) will be made by the transfer of immediately
available funds to the accounts specified by DTC or any successor depositary.


     Reference is
hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place. 

 

[Signatures on the following
page]




     Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


     In Witness Whereof, the Company has
caused this instrument to be duly executed. 

Dated: October 9, 2007 


	THE
      CLOROX COMPANY  
	 	
	 	
	By: 
    	 
		Name: 
		Title: 
	 	
	 	
	 	
	By: 
    	 
		Name: 
		Title:





     This is one
of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 

Dated: October 9, 2007 

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee 

	By: 
    	  	 
	  	Authorized Signatory  






4 

(Form of Reverse of Security)


     This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued under an Indenture, dated as of October 9, 2007
(herein called the “Indenture”, which term shall have the meaning assigned to it
in such instrument), between the Company and The Bank of New York Trust Company,
N.A., as trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture and
all indentures supplemental thereto for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. 

     The
Securities are subject to redemption prior to the Stated Maturity upon not less
than 30 nor more than 60 days’ notice by mail, at any time, as a whole or from
time to time, in part, at the election of the Company, at a Redemption Price
equal to the greater of (1) 100% of the principal amount of the Securities to be
redeemed or (2) the sum of the present values of the remaining scheduled
payments on the Securities to be redeemed consisting of principal and interest,
exclusive of interest accrued to the Redemption Date, discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Yield plus 25 basis points, plus accrued
and unpaid interest to the Redemption Date; provided, that interest installments
whose Stated Maturity is on or prior to such Redemption Date will be payable to
the Holders of such Securities of record at the close of business on the
relevant Regular Record Dates referred to on the face hereof, all as provided in
the Indenture. 

     Upon the
occurrence of a Change of Control Triggering Event, each Holder of the
Securities will have the right to require the Company to repurchase all or any
part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of
such Holder’s Securities pursuant to a Change of Control Offer provided for in
the Indenture (pursuant to an Officers’ Certificate under the Indenture dated
October 9, 2007) at an offer price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest, if any, thereon, to
the Change of Control Payment Date. Within 30 days following any Change of
Control Triggering Event, the Company shall mail to each Holder a notice setting
forth the procedures governing such Change of Control Offer as required by the
Indenture. 

     In the event
of redemption or repurchase of this Security in part only, a new Security or
Securities of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof. 

     The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture. 

     If an Event
of Default with respect to the Securities shall occur and be continuing, the
principal of the Securities may be declared due and payable in the manner and
with the effect provided in the Indenture. 

     The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification or waiver of the rights and obligations of the
Company and the rights of the Holders of the Securities to be affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of more than 50% in aggregate principal amount of the Securities at the
time Outstanding to be affected. The Indenture also contains provisions
permitting the Holders of more than 50% in aggregate principal amount of the
Securities at the time Outstanding, on behalf of the Holders of all of the
Securities, to waive compliance with certain provisions of the Indenture and
certain past Defaults (other than with respect to nonpayment or in respect of a
provision that cannot be amended without the written consent of each Holder
affected) under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security. 




5 

     As provided
in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities,
the Holders of not less than 25% in aggregate principal amount of the Securities
at the time Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered
the Trustee satisfactory indemnity, and the Trustee shall not have received from
the Holders of a majority in aggregate principal amount of the Securities at the
time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein. 

     No reference
herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed. 

     As provided
in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or its attorney duly authorized in
writing, and thereupon one or more new Securities of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees. 

     The
Securities are issuable only in registered form without coupons in denominations
of $2,000 and integral multiples of $1,000 thereof. As provided in the Indenture
and subject to certain limitations therein set forth, the Securities are
exchangeable for a like aggregate principal amount of the Securities of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same. 

     No service
charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. 

     Prior to due
presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary. 

     The
Indenture and the Securities shall be governed by, and construed in accordance
with, the laws of the State of New York. 

     All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture. 




6 

ASSIGNMENT FORM 

     To assign this Security, fill in the
form below and have your signature guaranteed: (I) or (we) assign and transfer
this Note to


	(Insert assignee’s soc. sec. or tax I.D. no.)
  
	  
	 
	 
	 
	 
	 
	 
	(Print or
      type assignee’s name, address and zip code)  
	 
	
      and irrevocably appoint
      ____________________________________________________________ agent to
      transfer this Security on the books of the Company. The agent may
      substitute another to act for him. 

	 
	 



	Date:  	 	 	Your
      Name:  	 
	  	       
                         
                   (Print your name exactly as it appears on the face of this
      Note)  
	  
	  	Your
      Signature:  	 
	  	       
                         
                 (Sign
      exactly as your name appears on the face of this Note)  
	  
		Signature
      Guarantee*:  	 


 
____________________
 

	*	      	Participant in a
      recognized Signature Guarantee Medallion Program (or other signature
      guarantor acceptable to the Trustee).






7 

OPTION OF HOLDER TO ELECT PURCHASE


     If you want
to elect to have this Security purchased by the Company pursuant to Section 1004
of the Indenture, check the box below: 

     [_] Section 1004 

     If you want
to elect to have only part of the Note purchased by the Company pursuant to
Section 1004 of the Indenture, state the amount you elect to have purchased:


$ ______________

	Date:  	 	 	Your
      Signature: 	 	 
	  		(Sign exactly as
      your name appears on the face of this Note)  
	  
		Tax Identification
      No: 	 



	Signature Guarantee*:  
	  	 
	  	 
	  
	(*Participant in
      a Recognized Signature  	 
	Guarantee Medallion Program)  






8

EXCHANGES OF INTERESTS IN THE GLOBAL
SECURITY

     The following exchanges of a part of
this Global Security for an interest in another Global Security or for a
definitive Security, or exchanges of a part of another Global Security or
definitive Security for an interest in this Global Security, have been
made:

							Principal		Signature
      of
			Amount of		Amount of		Amount of this		authorized
			decrease in		increase in		Global Security		signatory of
		 	Principal	 	Principal		following such		Trustee or
	Date of	 	Amount of this	 	Amount of this	 	decrease (or	 	Security
	Exchange	    
      	Global
      Security	    
      	Global
      Security	    
      	increase)	    
      	Custodian