CEC Option
  Agmt.
	THE CLOROX COMPANY
	2005 STOCK INCENTIVE
    PLAN
	NONQUALIFIED STOCK OPTION AWARD
      AGREEMENT


NOTICE OF STOCK OPTION GRANT

The Clorox Company, a Delaware company
(the “Company”), grants to the Optionee named below an option (the “Option”) to
purchase, in accordance with the terms of The Clorox Company 2005 Stock
Incentive Plan (the “Plan”) and this nonqualified stock option agreement (the
“Agreement”), the number of shares of Common Stock of the Company (the “Shares”)
at the exercise price per share (the “Exercise Price”) set forth as
follows:

	OPTIONEE 	 	-- (refer to
      Computershare account for details) 
	OPTIONS
      GRANTED 		-- (refer to
      Computershare account for details) 
	GRANT
      CODE 		-- (refer to
      Computershare account for details) 
	EXERCISE PER
      SHARE 		-- (refer to
      Computershare account for details) 
	DATE OF
      GRANT 	 	-- (refer to
      Computershare account for details) 
	EXPIRATION
      DATE 		Ten years from
      Date of Grant 
	VESTING
      SCHEDULE 		25% on each of
      the first four anniversaries of the Date of
  Grant 


AGREEMENT

	1.	     	Grant of
      Option. The Company hereby grants to
      the Optionee the Option to purchase the Shares at the Exercise Price,
      subject to the terms, definitions and provisions of the Plan and this
      Agreement. All terms, provisions, and conditions applicable to the Option
      set forth in the Plan and not set forth herein are incorporated by
      reference. To the extent any provision hereof is inconsistent with a
      provision of the Plan, the provisions of the Plan will govern. All
      capitalized terms that are used in this Agreement and not otherwise
      defined herein shall have the meanings ascribed to them in the
    Plan.
	 
	2.		Exercise of
      Option.
	 
	 		a.	     	Right to
      Exercise. This Option shall be
      exercisable prior to the expiration date set forth above (the “Expiration
      Date”), in accordance with the vesting schedule set forth above (the
      “Vesting Schedule”) and with the applicable provisions of the Plan and
      this Agreement. Except as otherwise specifically provided in this
      Agreement, in no event may this Option be exercised after the Expiration
      Date.
	 
	 		b.		Method of
      Exercise. This Option shall be
      exercisable only by delivery of an exercise notice (printable from the
      Clorox Web at http://CLOROXWEB/hr/stock/ or
      available from the Company’s designee) (the “Exercise Notice”) which shall
      state the election to exercise the Option, the whole number of vested
      Shares in respect of which the Option is being exercised and such other
      provisions as may be required by the Committee. Such Exercise Notice shall
      be signed by the Optionee and shall be delivered by mail or fax, to the
      Company’s designee accompanied by payment of the Exercise Price. The
      Company may require the Optionee to furnish or execute such other
      documents as the Company shall reasonably deem necessary (i) to evidence
      such exercise and (ii) to comply with or satisfy the requirements of the
      Securities Act of 1933, as amended, the Exchange Act, or any Applicable
      Laws. The Option shall be deemed to be exercised upon receipt by the
      Company’s designee of such written notice accompanied by the Exercise
      Price. 
					 
					No Shares will be issued pursuant to the
      exercise of the Option unless such issuance and such exercise shall comply
      with all Applicable Laws. Assuming such compliance, for income tax
      purposes, the Shares shall be considered transferred to the Optionee on
      the date on which the Option is exercised with respect to such
      Shares.



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	 		c.	     	Taxes. Pursuant to Section 16 of the Plan, the Committee
      shall have the power and the right to deduct or withhold, or require the
      Optionee to remit to the Company, an amount sufficient to satisfy any
      applicable tax withholding requirements applicable to this Option. The
      Committee may condition the delivery of Shares upon the Optionee’s
      satisfaction of such withholding obligations. The Optionee may elect to
      satisfy all or part of such withholding requirement by tendering
      previously-owned Shares or by having the Company withhold Shares having a
      Fair Market Value equal to the minimum statutory tax withholding rate that
      could be imposed on the transaction (or such other rate that will not
      result in a negative accounting impact) or in such other manner as is
      acceptable to the Company. Such election shall be irrevocable, made in
      writing, signed by the Optionee, and shall be subject to any restrictions
      or limitations that the Committee, in its sole discretion, deems
      appropriate.
			 
	3.	     	Method of
      Payment. Pursuant to Section 6(f) of
      the Plan and subject to such limitations as the Committee may impose
      (including prohibition of one or more of the following payment methods),
      payment of the Exercise Price may be made in cash or by check, Shares or a
      combination thereof.
	 
	4.		Termination of
      Employment or Service and Expiration of Exercise Period.
	 
	 		a.	     	Termination of
      Employment or Service. If the
      Optionee’s employment or service with the Company and its Subsidiaries is
      terminated, the Optionee may exercise all or part of this Option prior to
      the expiration dates set forth in paragraph b. herein, but only to the
      extent that the Option had become vested before the Optionee’s employment
      or service terminated. Notwithstanding the above, if the Optionee’s
      termination of employment or service (i) is due to Retirement and is more
      than 12 months from the Date of Grant set forth in this Agreement, or (ii)
      is due to death or Disability, the Option shall become 100% vested and
      shall remain exercisable until the expiration dates determined pursuant to
      paragraph b. of this Section.
	 
	 		 		When the Optionee’s
      employment or service with the Company and its Subsidiaries terminates
      (except when due to Retirement, death or Disability), this Option shall
      expire immediately with respect to the number of Shares for which the
      Option is not yet vested. If the Optionee dies after termination of
      employment or service, but before the expiration of the Option, all or
      part of this Option may be exercised (prior to expiration) by the personal
      representative of the Optionee or by any person who has acquired this
      Option directly from the Optionee by will, bequest or inheritance, but
      only to the extent that the Option was vested and exercisable upon
      termination of the Optionee’s employment or service.
	 
	 		b.		Expiration of
      Exercise Period. Upon termination of
      the Optionee’s employment or service with the Company and its
      Subsidiaries, the Option shall expire on the earliest of the following
      occasions:
	 
	 		 		i.	     	The Expiration Date;
	 
	 		 		ii.		The date ninety (90) days
      following the termination of the Optionee’s employment or service for any
      reason other than Cause, death, Disability, or Retirement;
	 
	 		 		iii.		The date one year following the
      termination of the Optionee’s employment or service due to death or
      Disability;
	 
	 		 		iv.		The date five (5) years following
      the termination of the Optionee’s employment or service due to Retirement,
      provided the Optionee’s Retirement is more than 12 months from the Date of
      Grant set forth in this Agreement; or
	 
	 		 		v.		The date of termination of the
      Optionee’s employment or service for Cause.
	 
	 		c.		Definition of
      “Retirement.” For purposes of this
      Agreement, the Optionee’s employment or service shall be deemed to have
      terminated due to “Retirement” if the Optionee terminates employment or
      service as an Employee for any reason, including Disability (but other
      than for Cause) after (i) twenty (20) or more years of “vesting service”
      as defined in The Clorox Company Pension Plan (“Vesting Service”), or (ii)
      attaining age fifty-five (55) with ten (10) or more years of Vesting
      Service.


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	 		d.		Definition of
      “Disability.” For purposes of this
      Agreement, the Optionee’s employment shall be deemed to have terminated
      due to the Optionee’s Disability if the Optionee is entitled to long-term
      disability benefits under the Company’s long-term disability plan or
      policy, as in effect on the date of termination of the Optionee’s
      employment.
			 
	5.		Change in Control. Upon the
      occurrence of a Change in Control, unless otherwise specifically
      prohibited under Applicable Laws or by the rules and regulations of any
      governing governmental agencies or national securities exchanges, the
      Option shall become 100% vested and immediately exercisable, unless such
      Option is assumed, converted or replaced by the continuing entity;
      provided, however, that in the event the Participant’s employment is
      terminated without Cause or by the Participant for Good Reason upon or
      within twenty-four (24) months following consummation of a Change in
      Control, any replacement awards will become immediately exercisable. For
      purposes of this Agreement, the term “Good Reason” shall have the meaning
      set forth in any employment agreement or severance agreement or policy
      applicable to the Optionee. If Optionee is not a party to any agreement or
      covered by a policy in which a definition of “Good Reason” is provided,
      then the following definition shall apply:
			 
	 	     	“Good Reason” means
      resignation of the Optionee in connection with the occurrence of any of
      the following events without the Optionee’s written consent (provided that
      notice of such event is provided within 90 days following the first
      occurrence thereof):
	 
	 		a.	     	The assignment to the
      Optionee of any duties inconsistent in any material respect with the
      Optionee’s position (including offices, titles and reporting
      requirements), authority, duties or responsibilities as they existed at
      any time during the 120-day period immediately preceding the Change in
      Control, or any other action by the Company which results in a material
      diminution in such position, authority, duties or responsibilities,
      excluding for this purpose an isolated, insubstantial and inadvertent
      action not taken in bad faith and which is remedied by the Company
      promptly after receipt of notice thereof given by the Optionee;
    or
	 
	 		b.		Any material reduction
      by the Company of the Optionee’s Base Salary or bonus target, other than
      an isolated, insubstantial and inadvertent failure not occurring in bad
      faith and which is remedied by the Company promptly after receipt of
      notice thereof given by the Optionee; or
	 
	 		c.		The Company requires
      the Optionee to be based at any office or location which increases his
      commute by more than 50 miles from his commute immediately prior to the
      Change in Control.
	 
	 		Any notice provided by
      the Optionee under this “Good Reason” provision shall mean a written
      notice which (1) indicates the specific termination provision in the Good
      Reason definition relied upon, (2) to the extent applicable, sets forth in
      reasonable detail the facts and circumstances claimed to provide a basis
      for termination of the Optionee’s employment under the provision so
      indicated and (3) the Optionee’s intended separation date if the Company
      does not cure the issue (which date shall be not less than thirty (30)
      days after the giving of such notice).
	 
	6.		Transferability of
      Option. This Option shall not be
      transferable by the Optionee other than by will or the laws of descent and
      distribution, and the Option shall be exercisable during the Optionee’s
      lifetime only by the Optionee or on his or her behalf by the Optionee’s
      guardian or legal representative.
	 
	7.		Protection of Trade
      Secrets and Limitations on Exercise.
	 
	 		a.		Definitions.
	 
	 		 		i.	     	“Affiliated
      Company” means any organization
      controlling, controlled by or under common control with the
    Company.
	 
	 		 		ii.		“Confidential
      Information” means technical or
      business information not readily available to the public or generally
      known in the trade, including inventions, developments, trade secrets and
      other confidential information, knowledge, data and know-how of the
      company or any Affiliated Company, whether or not they originated with the
      Optionee, or information which the Company or any Affiliated Company
      received from third parties under an obligation of
    confidentiality.


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	   	     	   	   	iii.	     	“Conflicting
      Product” means any product, process,
      machine, or service of any person or organization, other than the Company
      or any Affiliated Company, in existence or under development that (1)
      resembles or competes with a product, process, machine, or service upon or
      with which the Optionee shall have worked during the two years prior to
      the Optionee’s termination of employment with the Company or any
      Affiliated Company or (2) with respect to which during that period of time
      the Optionee, as a result of his/her job performance and duties, shall
      have acquired knowledge of Confidential Information, and whose use or
      marketability could be enhanced by application to it of Confidential
      Information. For purposes of this section, it shall be conclusively
      presumed that the Optionee has knowledge of information to which s/he has
      been directly exposed through actual receipt or review of memorandum or
      documents containing such information or through actual attendance at
      meetings at which such information was discussed or
disclosed.
							 
					iv.		“Conflicting Organization” means any person or organization that is engaged in or about to
      become engaged in research on or development, production, marketing or
      selling of a Conflicting Product.
							 



	     	b.	     	Right to Retain
      Shares Contingent on Protection of Confidential
      Information. In partial consideration
      for the award of this Option, the Optionee agrees that at all times, both
      during and after the term of Optionee’s employment with the Company or any
      Affiliated Company, to hold in the strictest confidence, and not to use
      (except for the benefit of the Company at the Company’s direction) or
      disclose (except for the benefit of the Company at the Company’s
      direction), regardless of when disclosed to the Optionee, any and all
      Confidential Information of the Company or any Affiliated Company.
      Optionee understands that for purposes of this Section 7.b, Confidential
      Information further includes, but is not limited to, information
      pertaining to any aspect of the business of the Company or any Affiliated
      Company which is either information not known (or known as a result of a
      wrongful act of Optionee or of others who were under confidentiality
      obligations as to the item or items involved) by actual or potential
      competitors of the Company or other third parties not under
      confidentiality obligations to the Company. If, prior to the expiration of
      the Option or at any time within one (1) year after the date of exercise
      of all or any portion of the Option, the Optionee discloses or uses, or
      threatens to disclose or use, any Confidential Information other than in
      the course of performing authorized services for the Company (or any
      Affiliated Company), the unexercised portion of the Option, whether vested
      or not, will be immediately forfeited and cancelled, and the Optionee
      shall immediately return to the Company the Shares or the pre-tax income
      derived from any disposition of the Shares.
		 
		c.		Right to Retain
      Shares Contingent on Continuing Non-Conflicting Employment. In partial consideration for the award of this Option,
      the Optionee agrees that the Optionee’s right to exercise this Option is
      contingent upon the Optionee refraining, prior to the expiration of the
      Option and for a period of one (1) year after the date of exercise, from
      rendering services, directly or indirectly, as director, officer,
      employee, agent, consultant or otherwise, to any Conflicting Organization
      except a Conflicting Organization whose business is diversified and that,
      as to that part of its business to which the Optionee renders services, is
      not a Conflicting Organization, provided that the Company shall receive
      separate written assurances satisfactory to the Company from the Optionee
      and the Conflicting Organization that the Optionee shall not render
      services during such period with respect to a Conflicting Product. If,
      prior to the expiration of the Option or at any time within one (1) year
      after the date of exercise of all or any portion of the Option, the
      Optionee shall render services to any Conflicting Organization other than
      as expressly permitted herein, the unexercised portion of the Option,
      whether vested or not, will be immediately forfeited and cancelled, and
      the Optionee shall immediately return to the Company the Shares or the
      pre-tax income derived from any disposition of the Shares. THE OPTIONEE UNDERSTANDS THAT THIS PARAGRAPH IS NOT
      INTENDED TO AND DOES NOT PROHIBIT THE OPTIONEE FROM RENDERING SERVICES TO
      A CONFLICTING ORGANIZATION, BUT PROVIDES FOR THE FORFEITURE OF THE
      UNEXERCISED PORTION OF THE OPTION AND A RETURN TO THE COMPANY OF THE GROSS
      TAXABLE PROCEEDS OF AN EXERCISE OF THE OPTION IF THE OPTIONEE SHOULD
      CHOOSE TO RENDER SUCH SERVICES PRIOR TO THE EXPIRATION OF THE OPTION OR
      WITHIN ONE (1) YEAR AFTER EXERCISE.



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		d.		No Interference with Customers or
      Suppliers. In partial consideration for the award of
      this Option and to forestall the disclosure or use of Confidential
      Information as well as to avoid Grantee’s intentional interference with
      the contractual relations of the Company or any Affiliated Company or
      Grantee’s intentional interference with prospective economic advantage of
      the Company or any Affiliated Company, the Optionee agrees that prior to
      the expiration of the Option and for a period of one (1) year after the
      date of exercise, s/he shall not, for himself/herself or any third party,
      directly or indirectly, use Confidential Information to divert or attempt
      to divert from the Company (or any Affiliated Company) any business of any
      kind in which it is engaged, or to intentionally solicit its customers
      with which it has a contractual relationship as to Conflicting Products,
      or interfere with the contractual relationship with any of its suppliers
      or customers (collectively, “Interfere”). If, during the term of the
      Option or at any time within one (1) year after the date of exercise of
      all or any portion of the Option, the Optionee breaches his/her obligation
      not to Interfere, the unexercised portion of the Option, whether vested or
      not, will be immediately forfeited and cancelled, and the Optionee shall
      immediately return to the Company the Shares or the pre-tax income derived
      from any disposition of the Shares. For avoidance of doubt, the term
      “Interfere” shall not include any advertisement of Conflicting Products
      through the use of media intended to reach a broad public audience (such
      as television, cable or radio broadcasts, or newspapers or magazines) or
      the broad distribution of coupons through the use of direct mail or
      through independent retail outlets.
				 
	        	e.	     	No Solicitation of
      Employees. In partial consideration for
      the award of this Option and to forestall the disclosure or use of
      Confidential Information, the Optionee agrees that prior to the expiration
      of the Option and for a period of one (1) year after the date of exercise,
      Optionee shall not, for himself/herself or any third party, directly or
      indirectly, solicit for employment any person employed by the Company, or
      by any Affiliated Company, during the period of the solicited person’s
      employment and for a period of one (1) year after the termination of the
      solicited person’s employment with the Company or any Affiliated Company
      (collectively “Solicit”). If, during the term of the Option or at any time
      within one (1) year after the date of exercise of all or any portion of
      the Option, the Optionee breaches his/her obligation not to Solicit, the
      unexercised portion of the Option, whether vested or not, will be
      immediately forfeited and cancelled, and the Optionee shall immediately
      return to the Company the Shares or the pre-tax income derived from any
      disposition of the Shares.
		 
		f.		Injunctive and Other Available
      Relief. By acceptance of this Option,
      the Optionee acknowledges that, if the Optionee were to breach or threaten
      to breach his/her obligation hereunder not to Interfere or Solicit or not
      to disclose or use any Confidential Information other than in the course
      of performing authorized services for the Company (or any Affiliated
      Company), the harm caused to the Company by such breach or threatened
      breach would be, by its nature, irreparable because, among other things,
      damages would be significant and the monetary harm that would ensue would
      not be able to be readily proven, and that the Company would be entitled
      to injunctive and other appropriate relief to prevent threatened or
      continued breach and to such other remedies as may be available at law or
      in equity. Any forfeiture or cancellation of the Option pursuant to any of
      Sections 7.b through 7.e above shall not restrict, abridge or limit in any
      fashion the types and scope of injunctive and other available relief to
      the Company under this Section 7.f.
		 


	8.	     	Repayment
      Obligation. In the event that (i) the
      Company issues a significant restatement of financial results and (ii) the
      Committee determines, in good faith, that Optionee’s fraud or misconduct
      was a significant contributing factor to such restatement and (iii) some
      or all of the Option that was granted and/or earned prior to such
      restatement would not have been granted and/or earned, as applicable,
      based upon the restated financial results, the Optionee shall immediately
      return to the Company the unexercised portion of the Option and any Shares
      or the pre-tax income derived from any disposition of the Shares
      previously received in upon exercise of the Option that would not have
      been granted and/or earned based upon the restated financial results.
      Notwithstanding anything herein to the contrary, in no event shall the
      Repayment Obligation apply to any portion of the Option that vested more
      than four years prior to the date the applicable restatement is announced.
      The Company shall be able to enforce the Repayment Obligation by all legal
      means available, including, without limitation, by withholding such amount
      from other sums owed by the Company to Optionee.
	 
	9.		Miscellaneous
      Provisions.
	 
	 		a.	     	Rights as a
      Stockholder. Neither the Optionee nor
      the Optionee’s transferee or representative shall have any rights as a
      stockholder with respect to any Shares subject to this Option until the
      Option has been exercised and Share certificates have been issued to the
      Optionee, transferee or representative, as the case may
  be.


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		b.		Choice of Law, Exclusive Jurisdiction and
      Venue. This Agreement shall be governed by, and
      construed in accordance with, the laws of the State of Delaware, excluding
      any conflicts or choice of law rule or principle that might otherwise
      refer construction or interpretation of this Agreement to the substantive
      law of another jurisdiction. The courts of the State of Delaware shall
      have exclusive jurisdiction over any disputes or other proceedings
      relating to this Agreement, and venue shall reside with the courts in New
      Castle County, Delaware, including if jurisdiction shall so permit, the
      U.S. District Court for the District of Delaware. Accordingly, Optionee
      agrees that any claim of any type relating to this Agreement brought by
      Optionee against the Company or any Affiliated Company, or any of their
      respective employees, directors or agents must be brought and maintained
      in the appropriate court located in New Castle County, Delaware, including
      if jurisdiction will so permit, in the U.S. District Court for the State
      of Delaware. Optionee hereby consents to the jurisdiction over Optionee of
      any such courts and waives all objections based on venue or inconvenient
      forum.
				 
	        	c.	     	Modification or
      Amendment. This Agreement may only be
      modified or amended by written agreement executed by the parties hereto;
      provided, however, that the adjustments permitted pursuant to Section 18
      of the Plan may be made without such written agreement.
		 
		d.		Severability. In the event any provision of this Agreement shall be
      held illegal or invalid for any reason, the illegality or invalidity shall
      not affect the remaining provisions of this Agreement, and this Agreement
      shall be construed and enforced to reflect the intent of the parties to
      the fullest extent not prohibited by law, and in the event that such
      provision is not able to be so construed and enforced, then this Agreement
      shall be construed and enforced as if such illegal or invalid provision
      had not been included. In amplification of the preceding sentence, in the
      event that the time period or scope of any provision is declared by a
      court or arbitrator of competent jurisdiction to exceed the maximum time
      period or scope that such court or arbitrator deems enforceable, then such
      court or arbitrator shall have the power to reduce the time period or
      scope to the maximum time period or scope permitted by law.
		 
		e.		References to
      Plan. All references to the Plan shall
      be deemed references to the Plan as may be amended.
		 
		f.		Headings. The captions used in this Agreement are inserted for
      convenience and shall not be deemed a part of this Option for construction
      or interpretation.
		 
		g.		Interpretation. Any dispute regarding the interpretation of this
      Agreement shall be submitted by the Optionee or by the Company forthwith
      to the Board or the Committee, which shall review such dispute at its next
      regular meeting. The resolution of such dispute by the Board or the
      Committee shall be final and binding on all persons. It is the intention
      of the Company and Optionee to make the promises contained in this
      Agreement reasonable and binding only to the extent that it may be
      lawfully done under existing applicable laws. This Agreement and the Plan
      constitute the entire and exclusive agreement between Optionee and the
      Company, and it supersedes all prior agreements or understandings, whether
      written or oral, with respect to the grant of Options set forth in this
      Agreement.
		 
		h.		Section 409A
      Compliance. To the extent applicable,
      it is intended that the Plan and this Agreement comply with the
      requirements of Section 409A of the Internal Revenue Code of 1986, as
      amended (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
      of the Plan or this Agreement that would cause this Award 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.



	 	THE CLOROX COMPANY 
	 	 
		By:    	Don Knauss 
		Its:	Chairman of the
      Board and CEO


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THE OPTIONEE ACKNOWLEDGES AND AGREES THAT
THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING
EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER) AND BY COMPLIANCE WITH
OPTIONEE’S VARIOUS OBLIGATIONS UNDER THIS AGREEMENT. THE OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE PLAN, SHALL
CONFER UPON THE OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT BY
THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH THE OPTIONEE’S RIGHT OR THE
COMPANY’S RIGHT TO TERMINATE THE OPTIONEE’S EMPLOYMENT AT ANY TIME, FOR ANY
REASON OR NO REASON, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT ADVANCE NOTICE
EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

The Optionee acknowledges that a copy of
the Plan, Plan Information and the Company’s Annual Report and Proxy Statement
(the “Prospectus Information”) are available for viewing on the Company’s
Cloroxweb site at http://CLOROXWEB/hr/stock/. The Optionee hereby consents to
receive the Prospectus Information electronically, or, in the alternative, to
contact the HR Service Center at 1-800-709-7095 to request a paper copy of the
Prospectus Information. The Optionee represents that s/he is familiar with the
terms and provisions thereof, and hereby accepts this Agreement subject to all
of the terms and provisions thereof. The Optionee has reviewed the Plan and this
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement and fully understands all provisions
of this Agreement. The Optionee acknowledges and hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee
upon any questions arising under the Plan or this Agreement. The Optionee
further agrees to notify the Company upon any change in the residence address
indicated below.


	Dated:	 	    	Signed:	 
	 	 		                                 
      Optionee





	Residence
      Address: 
	 
	 



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