THE CLOROX
COMPANY
SUPPLEMENTAL

EXECUTIVE
RETIREMENT PLAN
RESTATED
EFFECTIVE

JANUARY 1, 2005
Last Revised: August 13, 2009 

 

 

 

 

 

 

 

 

 

August 13, 2009




PURPOSE OF THE PLAN

The purpose of The Clorox Company
Supplemental Executive Retirement Plan (the “Plan”) is to provide retirement
benefits for certain executives of The Clorox Company, a Delaware corporation
(the “Company”) in addition to the retirement benefits provided generally to all
Company salaried employees. These supplemental benefits are intended to provide
greater retirement security for those executives and to aid in attracting and
retaining future executives.

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ARTICLE
I
DEFINITIONS

The following words and phrases as used
herein shall have the following meanings, unless a different meaning is plainly required by the context.

	1.1
          	
      “Accrued Benefit” means the benefit
      of a Participant calculated under Article II at the time of the
      Participant’s Separation from Service, or for Participants who have not
      Separated from Service, at the time of their assumed Separation from
      Service. In the latter case, the benefit will be based upon the following
      as of their assumed Separation from Service: (a) Compensation, (b) total
      years and completed months of service, (c) any vested accrued benefit from
      a Company sponsored Defined Benefits Plan, (d) the monthly benefit which
      could be provided based on the actuarially determined annuity value of the
      Participant’s vested Company contributions account under any Company
      sponsored Defined Contribution Plan, and (e) any monthly primary insurance
      benefit to which the Participant may be entitled under the Social Security
      Act 

	 	
	1.2	
      “Board of Directors” means the board
      of directors of the Company as from time to time
  constituted.

	 	
	1.3	
      “Change in Control”
    means:

	 	
		(a)
          	
      The acquisition by any individual,
      entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
      Exchange Act ) (a “Person”) of beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) of (i) 50% of either the
      total fair market value or the combined voting power of the then
      outstanding voting securities of the Company entitled to vote generally in
      the election of directors (the “Outstanding Company Voting Securities”),
      or (ii) during a 12 month period ending on the date of the most recent
      acquisition by such Person, 30% of the Outstanding Company Voting
      Securities; provided, however, that for purposes of this subsection (a),
      the following acquisitions shall not constitute a Change in Control: (A)
      any acquisition directly from the Company, (B) any acquisition by the
      Company, including any acquisition which, by reducing the number of shares
      outstanding, is the sole cause for increasing the percentage of shares
      beneficially owned by any such Person to more than the applicable
      percentage set forth above, (C) any acquisition by any employee benefit
      plan (or related trust) sponsored or maintained by the Company or any
      corporation controlled by the Company or (D) any acquisition by any
      corporation pursuant to a transaction which complies with clauses (i),
      (ii) and (iii) of subsection (c) of this definition; or

	 		
		(b)	Individuals who, as
      of the date hereof, constitute the Board of Directors (the “Incumbent
      Board”) cease for any reason within any period of 12 months to constitute
      at least a majority of the Board of Directors; provided, however, that any
      individual becoming a director subsequent to the date hereof whose
      election, or nomination for election by the Company’s stockholders, was
      approved by a vote of at least a majority of the directors then comprising
      the Incumbent Board, shall be considered as though such individual were a
      member of the Incumbent Board, but excluding, for this purpose, any such
      individual whose initial assumption of office occurs as a result of an
      actual or threatened election contest with respect to the election or
      removal of directors or other actual or threatened solicitation of proxies
      or consents by or on behalf of a Person other than the Board of Directors;
      or


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		(c)
          	
      Consummation by the Company of a
      reorganization, merger or consolidation or sale or other disposition of
      all or substantially all of the assets of the Company or the acquisition
      of assets of another corporation (a “Business Combination”), in each case,
      unless, following such Business Combination, (i) more than 50% of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the
      corporation resulting from such Business Combination (including without
      limitation, a corporation which as a result of such transaction owns the
      Company or all or substantially all of the Company’s assets either
      directly or through one or more subsidiaries) is represented by
      Outstanding Company Common Stock and Outstanding Company Voting
      Securities, respectively, that were outstanding immediately prior to such
      Business Combination (or, if applicable, is represented by shares into
      which such Outstanding Company Common Stock and Outstanding Company Voting
      Securities were converted pursuant to such Business Combination) and such
      ownership of common stock and voting power among the holders thereof is in
      substantially the same proportions as their ownership, immediately prior
      to such Business Combination of the Outstanding Company Common Stock and
      Outstanding Company Voting Securities, as the case may be, (ii) no Person
      (excluding any employee benefit plan (or related trust) of the Company or
      such corporation resulting from such Business Combination) beneficially
      owns, directly or indirectly, 20% or more of, respectively, the then
      outstanding shares of common stock of the corporation resulting from such
      Business Combination or the combined voting power of the then outstanding
      voting securities of such corporation except to the extent that such
      ownership existed prior to the Business Combination and (iii) at least a
      majority of the members of the board of directors of the corporation
      resulting from such Business Combination were members of the Incumbent
      Board at the time of the execution of the initial agreement, or of the
      action of the Board of Directors, providing for such Business
      Combination.

      Notwithstanding any other provision
      in this Section 1.3, any transaction defined in Section 1.3(a) through (c)
      above that does not constitute a "change in the ownership or effective
      control" of the Company, or "change in the ownership of a substantial
      portion of the assets" of the Company within the meaning of Treasury
      Regulations 1.409A-3(a)(5) and 1.409A-3(i)(5) shall not be treated as a
      Change in Control.  

	          	
	1.4	
      “Code” means the Internal Revenue
      Service of 1986, as amended.

	 	
	1.5	
      “Committee” means the Management
      Development and Compensation Committee of the Board of
      Directors.

	 	
	1.6 	
      “Company” means The Clorox
      Company.

	 	
	1.7 	
      “Compensation” means the total of
      annual base salary plus the Annual Incentive Plan Compensation and/or
      Executive Incentive Compensation awarded to a Participant and in each case
      includes amounts the receipt of which the Participant has elected to defer
      or to take in the form of restricted stock or a stock option. For purposes
      of the calculation of benefits in Sections 2.3 and 2.5, the total of the
      Participant’s three highest Annual Incentive Plan Compensation and/or
      Executive Incentive Compensation (referred to collectively as “Incentive
      Compensation”) awards will be apportioned evenly
      over the 36 consecutive months of highest base salary. If a Participant
      receives a pro-rated Incentive Compensation award because of Separation
      from Service other than at the end of the Company’s fiscal year, (a) that
      pro-rated amount shall be divided by the number of months the Participant
      was employed during the fiscal year and (b) the Participant’s third
      highest Incentive Compensation award shall be divided by 12. If the result
      of (a) above is greater than the result of (b) above, one of the
      Participant’s three highest Incentive Compensation awards for purposes of
      this paragraph shall be deemed to be the Participant’s final year
      pro-rated Incentive Compensation award plus the amount determined in (b)
      above multiplied by the result of subtracting from 12 the number of months
      Participant was employed by the Company during his or her final year of
      employment.



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	1.8	
      “Defined Benefit Plan” means a plan,
      fund or program under which an employer undertakes systematically for the
      payment of definitely determinable benefits to its employees over a period
      of years after retirement. The benefit an employee will receive upon
      retirement can be determined from a formula defined in the plan
      instrument. 

	          	
	1.9	
      “Defined Contribution Plan” means a
      plan which provides for an individual account for each participant and for
      benefits based solely on the amount contributed to the participant’s
      account, and any income, expenses, gains and losses and any forfeitures of
      accounts of other participants which may be allocated to such
      participant’s account. Beginning July 1, 1994 “Defined Contribution Plan” shall include NonQualified Deferred
      Compensation Plans which a) restore amounts for a Participant’s benefit
      which cannot be contributed to a defined benefit or contribution plan
      deemed qualified under the Internal Revenue Code, or b) account for annual
      distributions, whether deferred or received in cash, made from a Defined
      Contribution Plan rather than credited to the Participant’s account in
      such plan.

	 	
	1.10 	
      “Disability” shall mean the
      Participant is unable to engage in any substantial gainful activity by
      reason of any medically determinable physical or mental impairment that
      can be expected to result in death or can be expected to last for a
      continuous period of not less than 12 months, or is, by reason of any
      medically determinable physical or mental impairment that can be expected
      to result in death or can be expected to last for a continuous period of
      not less than 12 months, receiving income replacement benefits for a
      period of not less than three months under the Company's insurance
      plans. 

	 	
	1.11	
      “Effective Date” means July 1,
      1981.

	 	
	1.12 	
      “ERISA” means the Employee
      Retirement Income Security Act of 1974, as amended.

	 	
	1.13 	
      “Executive” means a member of the
      Clorox Leadership Committee as of May 2007, for so long as such person
      continues to be a Grade Level 32 or above at the Company.

	 	
	1.14 	
      “Identification Date” means each
      December 31.

	 	
	1.15 	
      “Married Participant” means a
      Participant who is lawfully married on the date Retirement Benefits become payable pursuant to Article II
      (Retirement Benefits).



5 






	1.16	
      “Participant” means any Executive
      who becomes a Participant pursuant to Section 2.1 (Participation), or a
      former employee who has become entitled to a Normal or Early Retirement
      Benefit pursuant to the Plan. 

	          	
	1.17 	
      “Retirement Benefit” means the
      retirement income provided to Participants and their joint annuitants in accordance with the applicable provisions
      of Article II (Retirement
      Benefits).

	 	
	1.18	“Separation from
      Service” means termination of employment with the Company, other than by reason of death. A Participant shall not be
      deemed to have Separated from Service if the
      Participant continues to provide services to the Company in a capacity
      other than as an employee and if the former employee is providing services
      at an annual rate that is fifty percent or more of the services rendered,
      on average, during the immediately preceding thirty-six months of
      employment with the Company (or if employed by the Company less than three
      years, such lesser period); provided, however, that a Separation from
      Service will be deemed to have occurred if a Participant’s service with
      the Company is reduced to an annual rate that is less than twenty percent
      of the services rendered, on average, during the immediately preceding
      thirty-six months of employment with the Company (or if employed by the
      Company less than three years, such lesser period.
	 	
	1.19 	
      “Specified Employee” means a
      Participant who, on an Identification Date, is: 

	 	          	
		(a)	
      An officer of the Company having
      annual compensation greater than the compensation limit in Section
      416(i)(1)(A)(i) of the Code, provided that no more
      than fifty officers of the Company shall be determined to be Specified
      Employees as of any Identification Date; 

	 		
		(b)	
      A five percent owner of the Company,
      regardless of compensation; or 

	 		
		
      (c) 
	
      A one percent owner of the Company
      having annual compensation from the Company of more than
      $150,000.

	 		
		
      If a Participant is identified as a
      Specified Employee on an Identification Date, then such Participant shall
      be considered a Specified Employee for purposes of the Plan during the
      period beginning on the first April 1 following the Identification Date
      and ending on the next March 31. 

	 		
	
      Words importing males shall be
      construed to include females wherever appropriate.

	 	 	
	
      ARTICLE II.
RETIREMENT
      BENEFITS 

	 	
	
      2.1
	
      Participation 

      Persons eligible to accrue benefits
      under the Plan are Executives or former employees who have become entitled
      to a Normal or Early Retirement Benefit pursuant to the Plan. From time to
      time, the Committee may designate additional employees as Plan
      Participants. A Participant who is an Executive of the Company and who is
      removed from office or is not reappointed as an Executive, or who is not
      an Executive and who voluntarily or involuntarily Separates from Service,
      will thereupon cease to be a Participant and will have no vested interest
      in the Plan unless he is entitled to a Normal or Early Retirement Benefit
      pursuant to this Article II.



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      2.2
	
      Normal Retirement
      Date

      A Participant who Separates from
      Service on or after age sixty-five with ten or more years of employment
      with the Company will receive a Normal Retirement Benefit beginning on the
      first day of the month following his Separation from Service. Such date
      will be the Participant’s Normal Retirement Date.

	          	          	
	
      2.3
	
      Normal Retirement
      Benefit

      The Normal Retirement Benefit
      payable to a Participant will be equal to 3-2/3% of the monthly average of
      the Participant’s Compensation during the thirty-six (36) consecutive
      months of employment producing the highest such average, times the
      Participant’s total years and completed months of employment with the
      Company as of his Separation from Service, to a maximum of 15 years,
      offset by: 

	 		
	 	(a) 	
      the monthly benefit payable under a
      50% joint and survivor annuity form for a Married Participant or an
      annuity payable for the life of a single Participant, which would be
      provided to the Participant on his Normal Retirement Date (i) by Company
      contributions under any Company sponsored Defined Benefit Plan plus (ii)
      the monthly benefit which could be provided based on the actuarially
      determined annuity value of his vested Company contributions account under
      any Company sponsored Defined Contribution Plan, plus 

	 		
		(b)	
      the monthly primary insurance
      benefit to which the Participant may be entitled under the Social Security
      Act of 1935, as amended, as of his Normal Retirement
Date.

	 		
		
      For purposes of this Section 2.3,
      Company contributions shall not include voluntary reductions of
      compensation under the provisions of a Company sponsored Defined
      Contribution Plan. Company matching contributions under such a plan shall
      be considered Company contributions.

	 		
	2.4 	
      Early Retirement
      Date

      A Participant who Separates from
      Service on or after age fifty-five with ten or more years of employment
      with the Company will receive an Early Retirement Benefit beginning on the
      first day of the month following his Separation from Service. The date of
      the commencement of the Early Retirement Benefit will be the Participant’s
      Early Retirement Date.

	 	 	
	2.5	
      Early Retirement
      Benefit

      The Early Retirement Benefit payable
      to a Participant on his Early Retirement Date will be calculated in the
      same manner as the Normal Retirement Benefit in Section 2.3 except that:
      

	 		
		(a) 	
      Before deducting the offsets
      provided in Section 2.3(a) and (b), the benefit derived by the calculation
      in the first paragraph of Section 2.3 shall be reduced to reflect the
      Participant’s retirement before his Normal Retirement Date. This reduction
      will be one quarter of one percent (0.25%)
      for each month that the Participant’s Early Retirement Date precedes his Normal Retirement
  Date.



7 





		(b) 	
      In calculating the offset described
      in Section 2.3(a) and (b), the reference to “Normal Retirement Date” shall
      be changed to “Early Retirement Date.” If the Early Retirement Date is
      prior to the Participant’s attainment of age 62, then the monthly
      primary insurance benefit payable at age 62 shall be multiplied by the
      appropriate factor from the table below:

      If the Participant’s Age on the
      Early Retirement Date is not an integral age, the factors above shall be
      interpolated to reflect the age in years and months. If the Participant is
      62 or older on his/her Early Retirement Date, the offset shall be the
      actual monthly primary insurance benefit to which the Participant is
      entitled under the Social Security Act as of that date.

			 
	2.6	Form of
      Payment 
	          	          	
	 	A Participant’s Normal
      or Early Retirement Benefit will be paid to him monthly beginning on his
      Normal or Early Retirement Date and ending with the payment due for the
      month in which his death occurs. If the spouse of a Participant who is
      receiving a Retirement Benefit survives the Participant, monthly payments
      equal to 50% of the monthly amount payable to the Participant will
      continue to such spouse ending with the payment due for the month in which
      such spouse’s death occurs.
	 
	2.7	Delayed
      Distribution to Specified Employees
	 
	 	Notwithstanding any
      other provision of this Article II to the contrary, any payment of a
      Normal or Early Retirement Benefit scheduled to be made on or after
      January 1, 2005 to a Participant who is identified as a Specified Employee
      on the date of his Separation from Service shall be delayed for a minimum
      of six months following the Participant’s Separation from Service. Any
      payment that otherwise would have been made pursuant to this Article II
      during such six-month period shall be made without interest as soon as
      administratively practicable, but no later than 90 days after the
      six-month anniversary of the Participant’s Separation from Service. The
      identification of a Participant as a Specified Employee shall be made by
      the Committee in its sole discretion in accordance with Section 1.15 of
      the Plan and Sections 416(i) and 409A of the Code and the regulations
      promulgated thereunder.



	2.8	Termination other than Early
      or Normal Retirement 
	          	
	 	A Participant who voluntarily or
      involuntarily Separates from Service and who does not meet the
      requirements for an Early or Normal Retirement Benefit will not be
      entitled to a benefit under the Plan. 
	 
	2.9	Pre-Retirement Death
      Benefit 
	 
	 	The surviving spouse of a
      Participant with ten or more years of employment with the Company who dies
      before he has begun receiving a Normal or Early Retirement Benefit shall
      be entitled to receive a Pre-Retirement Death Benefit. The Pre-Retirement
      Death Benefit shall be one-half of a 50% joint and survivor annuity form
      of the Early or Normal Retirement Benefit the Participant would have
      received had he elected to begin receiving a Retirement Benefit on the
      first day of the month following his death. If the Participant’s death
      occurs before he has attained the age at which he could elect to receive
      an Early Retirement Benefit, the Pre-Retirement Death Benefit will
      commence on the first day of the month following the date upon which the
      Participant would have attained that age had he survived; provided,
      however, that if the surviving spouse dies before that date, there shall
      be no Pre-Retirement Death Benefit available to any survivors of the
      Participant or his spouse. 


8






	2.10	Disability 
	          	
	 	A Participant who becomes
      Disabled prior to his Normal Retirement Date and who prior to becoming
      Disabled has ten or more years of employment with the Company shall be
      eligible for a Disability Benefit under the Plan. During the period the
      Participant is Disabled and prior to attaining age 65, the Participant
      shall continue to be credited with years and months of employment with the
      Company even if the Participant Separates from Service prior to his Normal
      Retirement Date. Upon attaining age 65, the Disabled Participant shall
      receive his Disability Benefit which is an amount equal to his Normal
      Retirement Benefit calculated and paid in accordance with Sections 2.2 and
      2.3 as if the Participant Separated from Service on his 65th
      birthday.
	 
	2.11	Prohibition on
      Acceleration. 
	 
	 	Notwithstanding any other
      provision of the Plan to the contrary, no distribution will be made from
      the Plan that would constitute an impermissible acceleration of payment as
      defined in Section 409A(a)(3) of the Code and the regulations promulgated
      thereunder. 


ARTICLE III.
MISCELLANEOUS PROVISIONS

	3.1	Plan Administration
    
	          	
	 	The Committee shall have the
      power and the duty to take all action and to make all decisions necessary
      and proper to carry out the Plan. Without limiting the generality of the
      foregoing, the Committee hereby designates the Employee Benefits Committee
      of the Company to control and manage the operation and administration of
      the Plan. The Committee shall have the authority to allocate among
      themselves or to the Employee Benefits Committee or to delegate to any
      other person, any administrative responsibility with respect to the
      Plan.
		 


	3.2	Amendment,
      Suspension and Plan Termination 
	          	          	
	 	(a)	Except by the written consent of
      75% of Plan Participants actually or potentially affected thereby and the
      approval of the Board of Directors or the Committee, the Plan may not be
      amended in any way which would reduce the benefits payable hereunder or
      reduce or eliminate the funding provided for in Article IV until the first
      regularly scheduled meeting of the Board of Directors held after June 30,
      2011. 
	 
	 	(b)	The Board of Directors or the
      Committee, without the consent of the Plan Participants, may amend the
      Plan to improve or increase the benefits payable hereunder at any
      time. 
	 
	 	(c)	With the written consent of 75%
      of Plan Participants actually or potentially affected thereby, or at any
      time on or after the first regularly scheduled meeting of the Board of
      Directors held after June 30, 2011, the Board of Directors or the
      Committee may suspend the Plan. Upon such suspension, no new benefits will
      accrue under the Plan and distributions from the Plan shall be made
      pursuant to Article II of the Plan. 


9





		(d)	
      On or after the first regularly
      scheduled meeting of the Board of Directors held after June 30, 2011, the
      Board of Directors or the Committee may terminate the Plan at any time and
      in the Board of Directors’ or the Committee’s discretion the Participants’
      Accrued Benefits may be distributed within the period beginning twelve
      months after the date the Plan was terminated and ending twenty-four
      months after the date the Plan was terminated, or pursuant to Article II
      of the Plan, if earlier. In addition to the foregoing, the Board of
      Directors or the Committee may distribute a Participant’s Accrued Benefit
      in the form of a single lump sum payment if the present value of the
      Participant’s Accrued Benefit is less than $30,000 adjusted annually
      beginning July 1, 2004 for changes in the Consumer Price Index. If the
      Plan is terminated and Accrued Benefits are distributed, the Company shall
      terminate all non-account balance non-qualified deferred compensation
      plans with respect to all participants and shall not adopt a new
      non-account balance non-qualified deferred compensation plan for at least
      five years after the date the Plan was terminated.

	          	          	 
		(e)	On or after the first regularly
      scheduled meeting of the Board of Directors held after June 30, 2011, the
      Board of Directors or the Committee may terminate the Plan upon a
      corporate dissolution of the Company that is taxed under Section 331 of
      the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C.
      Section 503(b)(1(A), provided that the Participants’ Accrued Benefits are
      distributed and included in the gross income of the Participants by the
      latest of (i) the calendar year in which the Plan terminates or (ii) the
      first calendar year in which payment of the Accrued Benefits is
      administratively practicable. 
			 


	3.3	Assignment of Benefits
	          	 
		
      A Participant may not, either
      voluntarily or involuntarily, assign, anticipate, alienate, commute,
      pledge or encumber any benefits to which he is or may become entitled to
      under the Plan nor may the same be subject to attachment or garnishment by
      any creditor of a Participant. Notwithstanding the foregoing, the
      procedures established by the Company for the determination of the
      qualified status of domestic relations orders and for making distributions
      under qualified domestic relations orders, as provided in Section 206(d)
      of ERISA, shall apply to the Plan, to the extent pertinent. Amounts
      awarded to an alternate payee under a qualified domestic relations order
      shall be distributed in the form of a lump sum distribution as soon as
      administratively feasible following the determination of the qualified
      status of the domestic relations order; provided, however, that no portion
      of the Participant’s benefit under the Plan may be awarded to an alternate
      payee until the Participant’s benefit is an Accrued
  Benefit.

		 
	3.4	Not An Employment
      Agreement 
	 
	 	Nothing in the establishment of
      the Plan is to be construed as giving any Participant the right to be
      retained in the employ of the Company. 
	 
	3.5	Change in Control
    
	 
	 	In the event that the Company
      shall, pursuant to action by its Board of Directors, at any time propose a
      Change in Control and provision is not made pursuant to the terms of such
      transaction for the continuation of the Plan by the surviving, resulting
      or acquiring corporation or for the substitution of a comparable plan
      hereto, the provisions of this Plan shall remain in effect.
  


10





	3.6	Claims and Review
  Procedure
			 
		(a)	Any Participant or his
      beneficiary who has questions or concerns about his benefits under the
      Plan is encouraged to communicate with the Committee. If this discussion
      does not give the Participant or his beneficiary satisfactory results, a
      formal claim for benefits may be made within one year of the event giving
      rise to the claim in accordance with the procedures of this Section
      3.6. 
	          	          	
		(b)	A Participant or his beneficiary
      may make a written request for review of any matter concerning his
      benefits under this Plan. The claim must be addressed to The Clorox
      Company Supplemental Executive Retirement Plan, 1221 Broadway, Oakland,
      California 94612-1888. The Committee shall decide the action to be taken
      with respect to any such request and may require additional information if
      necessary to process the request. The Committee shall review the request
      and shall issue its decision, in writing, no later than 90 days after the
      date the request is received, unless the circumstances require an
      extension of time. If such an extension is required, written notice of the
      extension shall be furnished to the person making the request within the
      initial 90-day period, and the notice shall state the circumstances
      requiring the extension and the date by which the Committee expects to
      reach a decision on the request. In no event shall the extension exceed a
      period of 90 days from the end of the initial period.
		 	
		(c)	If the Committee denies a request
      in whole or in part, it shall provide the person making the request with
      written notice of the denial within the period specified in paragraph (b)
      above. The notice shall set forth the specific reason for the denial,
      reference to the specific Plan provisions upon which the denial is based,
      a description of any additional material or information necessary to
      perfect the request, an explanation of why such information is required,
      and an explanation of the Plan’s appeal procedures and the time limits
      applicable to such procedures, including a statement of the claimant’s
      right to bring a civil action under Section 502(a) of ERISA following an
      adverse benefit determination on review. 
			 


		(d)	Decision on Appeal.
	          	          	          	
	 		(i)	A person whose request has been
      denied in whole or in part (or such person’s authorized representative)
      may file an appeal of the decision in writing with the Committee within 60
      days of receipt of the notification of denial. The appeal must be
      addressed to: The Clorox Company Supplemental Executive Retirement Plan,
      1221 Broadway, Oakland, California 94612-1888. The Committee, for good
      cause shown, may extend the period during which the appeal may be filed
      for another 60 days. The appellant and/or his or her authorized
      representative shall be permitted to submit written comments, documents,
      records and other information relating to the claim for benefits. Upon
      request and free of charge, the applicant should be provided reasonable
      access to and copies of, all documents, records or other information
      relevant to the appellant’s claim.


11





			(ii)	The Committee’s review shall take
      into account all comments, documents, records and other information
      submitted by the appellant relating to the claim, without regard to
      whether such information was submitted or considered in the initial
      benefit determination. The Committee shall not be restricted in its review
      to those provisions of the Plan cited in the original denial of the
      claim. 
	          	          	          	
			(iii)	The Committee shall issue a
      written decision within a reasonable period of time but not later than 60
      days after receipt of the appeal, unless special circumstances require an
      extension of time for processing, in which case the written decision shall
      be issued as soon as possible, but not later than 120 days after receipt
      of an appeal. If such an extension is required, written notice shall be
      furnished to the appellant within the initial 60-day period. This notice
      shall state the circumstances requiring the extension and the date by
      which the Committee expects to reach a decision on the appeal.
  
			 
			(iv)	If the decision on the appeal
      denies the claim in whole or in part written notice shall be furnished to
      the appellant. Such notice shall state the reason(s) for the denial,
      including references to specific Plan provisions upon which the denial was
      based. The notice shall state that the appellant is entitled to receive,
      upon request and free of charge, reasonable access to, and copies of, all
      documents, records, and other information relevant to the claim for
      benefits. The notice shall describe any voluntary appeal procedures
      offered by the Plan and the appellant’s right to obtain the information
      about such procedures. The notice shall also include a statement of the
      appellant’s right to bring an action under Section 502(a) of
    ERISA.
				 


	 		(v)	The decision of the
      Committee on the appeal shall be final, conclusive and binding upon all
      persons and shall be given the maximum possible deference allowed by
      law. 
	          	          	          	
	 	(e)	No legal or
      equitable action for benefits under the Plan shall be brought unless and
      until the claimant has submitted a written claim for benefits in
      accordance with paragraph (b) above, has been notified that the claim is
      denied in accordance with paragraph (c) above, has filed a written request
      for a review of the claim in accordance with paragraph (d) above, and has
      been notified in writing that the Committee has affirmed the denial of the
      claim in accordance with paragraph (d) above; provided, however, that an
      action for benefits may be brought after the Committee has failed to act
      on the claim within the time prescribed in paragraph (b) and paragraph
      (d), respectively.
	 
	3.7	Unfunded
      Status 
	 
	 	The Plan is intended to
      be a plan that is unfunded and that is maintained by the Company primarily
      for the purpose of providing deferred compensation for a select group of
      management or highly compensated employees within the meaning of ERISA.
      The Plan also is intended to comply with the requirements of Section 409A
      of the Code.



12





ARTICLE IV.
FUNDING

	4.1	Establishment of Irrevocable
      Trust 
	          	
	 	The Company shall establish an
      irrevocable trust of which the Company is the owner for federal income tax
      purposes (within the meaning of Sections 671 through 677 of the Internal
      Revenue Code of 1986) (the “Trust”) and fund the Trust as hereinafter
      provided in order to provide a source from which to satisfy the Company’s
      obligations to Participants under this Plan. 
	 
	4.2	Amount of Funding
    
	 
	 	The Company shall make such
      contributions to the Trust as the Board of Directors or the Committee from
      time to time determines appropriate. 
	 
	4.3	Actuarial Assumptions and
      Method 
	 
	 	The Plan’s actuary shall use the
      assumptions and methods set forth in Schedule A, as amended from time to
      time, when advising the Board of Directors or the Committee with regard to
      contributions to the Trust. In accordance with Section 3.1, the Committee
      has delegated to the Company's Employee Benefits Committee the full power
      and authority to amend Schedule A from time to time.



13




SCHEDULE A

ACTUARIAL ASSUMPTIONS AND
METHOD

	(a)	Mortality: 
	          	
	 	RP2000 Combined Healthy
      Participant Mortality Table for periods after benefits have commenced, or
      are assumed to have commenced. No mortality will be assumed prior to the
      assumed retirement age for benefits not yet in payment
status.
	 
	(b)	Return on Investment:
  
	 
	 	Assets are assumed to earn, the
      liabilities are discounted at, eight percent (8%) per year. 
	 
	(c)	Assumed Retirement Age:
  
	 
	 	For Participants whose benefits
      are not in payment status as of July 1 of each year, the Assumed
      Retirement Age will be age 62 (or their current age if older) with 10
      years of service. For beneficiaries, the Assumed Retirement Age is the
      beneficiary’s age on the date their deceased spouse would have reached 60,
      or their current age if their spouse would have already been older than
      age 60. 
	 
	(d)	Annual Pay Increases:
  
	 
	 	Five and one-half percent (5.50%)
      per year. 
	 
	(e)	Employee Turnover: 
	 
	 	5% per year before age 55, 0%
      afterward. 
	 
	(f)	Social Security Increases:
    
	 
	 	Social security benefits are
      assumed to increase 3.00% per year. National Average Wages are assumed to
      increase 4.00% per year. 







	(g)	IRC Limits: 
	          	
	 	The Code Section 415 and Section
      401(a)(17) limits are assumed to increase 3.00% per year. 
	 
	(h)	Defined Benefit Plan
      Offset: 
	 
	 	Greater of 1.5% career average
      benefit and the annuity equivalent of the projected Cash Balance account
      assuming an annual earnings rate of 6.25% and Cash Balance contributions
      of 3% of pay. Cash Balance accounts are converted to an annuity using
      6.00% interest and the Code Section 417(e) mortality table 
	 
	(i)	Defined Contribution Plan
      Offset: 
	 
	 	Annuity equivalent of projected
      account balance assuming an annual earnings rate of 8.0%; Profit Sharing
      Plan contributions of 8.0% of pay; annual 401(k) contributions of $1000
      (no inflation); and assuming no further PAYSOP contributions are made.
      Accounts are converted to an annuity using 5.25% interest and the Code
      Section 417(e) mortality table. 
	 
	(j)	Nonqualified Defined Contribution
      Plan Offset 
	 
	 	Annuity equivalent of projected
      account balance assuming an annual earnings rate of 6.75% and Cash Balance
      Restoration, Value Sharing Restoration and Value Sharing CODA
      contributions based on rates defined in 4.3(h) and 4.3(i), respectively.
      Accounts are converted to an annuity using 5.25% interest and the Code
      Section 417(e) mortality table. 
	 
	(k)	Actuarial Cost Method:
  
	 
	 	The Entry Age Normal Cost Method
      will be used. The unfunded actuarial liability as of each July 1 will be
      amortized over ten years.