Exhibit 4.1 

 

 

 

THE CLOROX COMPANY

______________________________


FOURTH SUPPLEMENTAL INDENTURE

Dated as of
with
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 

To


INDENTURE 
Dated as of October 9, 2007
with 
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., as Trustee

______________________________


Senior Debt
Securities 

 

 

 

 

1 







FOURTH SUPPLEMENTAL
INDENTURE 

     FOURTH
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , is between The Clorox Company, a Delaware corporation (the “Issuer”),
and Wells Fargo Bank, National Association, a national banking association
(“Trustee”). 

W I T N E S S E T H : 

    
WHEREAS, the Issuer and the Trustee are parties to an indenture dated as
of October 9, 2007 between the Issuer and The Bank of New York Mellon Trust
Company, N.A. (“BNYMTC”), as supplemented by the First Supplemental Indenture,
dated as of November 9, 2009, among the Issuer, BNYMTC and the Trustee (the
“First Supplemental Indenture”), the Second Supplemental Indenture, dated as of
November 9, 2009, among the Issuer and the Trustee (the “Second Supplemental
Indenture”), and the Third Supplemental Indenture, dated as of November 17,
2011, among the Issuer and the Trustee (the “Third Supplemental Indenture,” and
such indenture as supplemented by the First Supplemental Indenture, the Second
Supplemental Indenture, and the Third Supplemental Indenture, the “Indenture”),
which, pursuant to Section 301 of the Indenture, provides for the issuance of an
unlimited amount of Securities in one or more series; 

    
WHEREAS, the Issuer wishes to issue senior notes designated as 3.05%
Senior Notes due 2022 in the aggregate principal amount of $600,000,000 (the
“Notes”); 

    
WHEREAS, pursuant to Section 901 of the Indenture, the Issuer and the
Trustee are authorized to execute and deliver this Supplemental Indenture
without the consent of any holder of Securities issued under the Indenture;


    
WHEREAS, the Issuer, by action duly taken, has authorized the execution
of this Supplemental Indenture and the issuance of the Notes; 

    
WHEREAS, all actions necessary to make the Notes (when executed by the
Issuer and completed, authenticated, and delivered by the Trustee as required by
the Indenture) the legal, valid and binding obligations of the Issuer and to
constitute this document a legal, valid and binding Supplemental Indenture
according to its terms have been duly taken; and 

    
WHEREAS, in accordance with Sections 102 and 903 of the Indenture, there
has been delivered to the Trustee on the date hereof an Officers’ Certificate
and Opinion of Counsel certifying that this Supplemental Indenture complies with
applicable provisions of the Indenture. 

2 







     NOW THEREFORE, in
consideration of the foregoing and the mutual premises and covenants contained
herein and for other good and valuable consideration, the parties hereto agree
as follows: 

	       	1)	       	DEFINITIONS.
      Capitalized terms used but not defined in this Supplemental Indenture
      shall have the specified meanings set forth in the Indenture.
		   
		2)		AMENDMENTS
      OF INDENTURE:
		   
				(i) The
      definitions of the following terms contained in the Indenture shall not
      apply to the Notes and shall be replaced by the definitions set forth
      below:
		   
				      
	     “Change of Control” means the
      occurrence of any of the following: (1) the direct or indirect sale,
      lease, 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 Company’s properties or assets and of the
      Company’s subsidiaries’ properties or assets 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 the Company’s subsidiaries; (2) the
      adoption of a plan relating to the Company’s liquidation or dissolution;
      (3) the consummation of any transaction (including, without limitation,
      any merger or consolidation), the result of which is that any “person” (as
      defined in clause (1) above) becomes the beneficial owner, directly or
      indirectly, of more than 50% of the Company’s then outstanding Voting
      Stock (measured by voting power rather than number of shares); (4) the
      first day on which a majority of the members of the Company’s board of
      directors are not Continuing Directors; or (5) the Company consolidates
      with, or merges with or into, any Person, or any Person consolidates with,
      or merges with or into, the Company, in any such event pursuant to a
      transaction in which any of the Company’s outstanding Voting Stock or
      Voting Stock of such other Person is converted into or exchanged for cash,
      securities or other property, other than any such transaction where the
      shares of the Company’s Voting Stock outstanding immediately prior to such
      transaction constitute, or are converted into or exchanged for, a majority
      of the Voting Stock of the surviving Person immediately after giving
      effect to such transaction.
		  
					     “Change of Control Triggering Event” means the Securities cease to be rated Investment Grade by both
      Rating Agencies on any date during the period commencing 60 days prior to
      the date of the public notice of an arrangement that could result in a
      Change of Control until 60 days following consummation of such Change of
      Control (the “Trigger Period”), (which Trigger Period shall be extended so
      long as the rating of the Securities is under publicly announced
      consideration for possible downgrade by either of the Rating Agencies).
      Unless both Rating Agencies are providing a rating for the Securities at
      the commencement of any Trigger Period, the Securities will be deemed to
      have ceased to be rated Investment Grade by such Rating Agencies during
      that Trigger Period. Notwithstanding the foregoing, no Change of Control
      Triggering Event will be deemed to have occurred in connection with any
      particular Change of Control unless and until such Change of Control has
      actually been completed.


3 







	    
               	      
	
      “Comparable Treasury Price”
      means, with respect to any redemption date, (1) the Reference Treasury
      Dealer Quotation for such redemption date, after excluding the highest and
      lowest of the Reference Treasury Dealer Quotations, or (2), if the Company
      is unable to obtain at least four such Reference Treasury Dealer
      Quotations, the average of all Reference Treasury Dealer Quotations
      obtained by the Company. 

      “Independent Investment
      Banker” means BNP Paribas Securities
      Corp., Citigroup Global Markets Inc., Mitsubishi UFJ Securities (USA),
      Inc., or Wells Fargo Securities, LLC, as selected by the Company or, if
      all such firms are unwilling or unable to select the applicable Comparable
      Treasury Issue, an independent investment banking institution of national
      standing appointed by the Company.

      “Reference Treasury Dealer” means
      BNP Paribas Securities Corp., Citigroup Global Markets Inc. and a Primary
      Treasury Dealer (as defined below) selected by Mitsubishi UFJ Securities
      (USA), Inc. and Wells Fargo Securities, LLC, and their respective
      successors; provided, however, that if any of the foregoing cease to be a
      U.S. government securities dealer in New York City (a “Primary Treasury
      Dealer”), the Company shall substitute therefore another Primary Treasury
      Dealer.

	   
		(ii) The following
      definitions shall apply to the Notes:
		   
			
           “Investment Grade” means “a
      rating equal to or higher than Baa3 (or the equivalent) by Moody’s and
      BBB- (or the equivalent) by S&P. 

           “Voting Stock” of a Person means all classes of Capital Stock of such
      Person then outstanding and normally entitled to vote in the election of
      directors, managers or trustees, as applicable.

			   
		(iii) 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).
  



4 







	            
    	
      (iv) 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.

			   
		
      (v) 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 or, at the Company’s
      option, prior to any Change of Control but after the public announcement
      of the pending Change of Control, 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 earlier 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 notice, if mailed prior to the date of
      consummation of the Change of Control, will state that the Change of
      Control Offer is conditioned on the Change of Control being consummated on
      or prior to the Change of Control Payment Date. 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.



5 







	   
              
            	     (B) The Company shall not be required to
      make a Change of Control Offer if a third party makes an offer to purchase
      the Securities at a purchase price equal to 101% of the aggregate
      principal amount thereof plus accrued and unpaid interest, if any, on such
      Securities to the date of purchase, in the manner, at the times and
      otherwise in compliance with the requirements for a Change of Control
      Offer made by the Company and such third party purchases all the
      Securities properly tendered and not withdrawn under its offer.


           (C) 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.

	    


	       	3)	       	ISSUE OF NOTES. The
      Notes shall be executed, authenticated and delivered in accordance with
      the provisions of and, except as provided under Clause 2 hereof, shall in
      all respects be subject to the terms, conditions, and covenants of the
      Indenture. The aggregate principal amount of the Notes created hereby,
      which may be authenticated and delivered under this Supplemental
      Indenture, shall be limited initially to $600,000,000; however, an
      unlimited amount of additional Securities may be issued as provided in
      Section 301 of the Indenture.


6 







	       	4)	       	FORM OF NOTES;
      INCORPORATION OF TERMS. The Notes and the Trustee’s certificate of
      authentication thereto shall be substantially in the form provided in
      Exhibit A to this Supplemental Indenture, the terms of which are hereby
      incorporated in and made a part of this Supplemental
  Indenture.
		  
		5)		RATIFICATION OF
      INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except as expressly
      amended hereby, the Indenture is in all respects ratified and confirmed
      and all terms, conditions and provisions thereof shall remain in full
      force and effect. This Supplemental Indenture shall form a part of the
      Indenture for all purposes, and every holder of Securities (whether
      heretofore or hereafter authenticated and delivered) shall be bound
      hereby.
		  
		6)		GOVERNING LAW. This
      Supplemental Indenture shall be governed by, and construed in accordance
      with, the laws of the State of New York.
		  
		7)		CONFLICTS WITH TRUST
      INDENTURE ACT. If any provision hereof limits, qualifies or conflicts with
      another provision hereof that is required to be included in this
      Supplemental Indenture by any provision of the Trust Indenture Act of
      1939, as amended, such required provision shall control.
		  
		8)		COUNTERPARTS. This
      Supplemental Indenture may be executed and delivered in any number of
      counterparts, each of which when so executed and delivered shall be deemed
      to be an original, and all such counterparts shall together constitute but
      one and the same instrument.
		  
		9)		EFFECT OF HEADINGS.
      The section headings herein are for convenience only and shall not affect
      the construction hereof.
		  
		10)		SUCCESSORS AND
      ASSIGNS. All covenants and agreements in this Supplemental Indenture by
      the Company shall bind its successors and assigns, whether so expressed or
      not.
		  
		11)		SEPARABILITY CLAUSE.
      In case any provision in this Supplemental Indenture shall be invalid,
      illegal or unenforceable, the validity, legality and enforceability of the
      remaining provisions shall not in any way be affected or impaired
      thereby.


7 







     IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first written above. 


	COMPANY:
	 
	THE
      CLOROX COMPANY
	 
	 
	By:	
		Name: 
		Title: 
	 
	By:  
      	
		Name: 
		Title: 
	 
	 
	 
	TRUSTEE:
	 
	WELLS
      FARGO BANK, NATIONAL
	ASSOCIATION, as Trustee
	 
	 
	By:	
		Name: 
		Title: 




8 






Exhibit A

 

 

 

 

 

 

 

 

 

 

 







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 

3.05% Senior Notes due
2022 


	No. 1	CUSIP NO. 189054 AT6
ISIN NO.
      US189054AT60


$500,000,000
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 FIVE HUNDRED MILLION
DOLLARS ($500,000,000), or such greater or lesser amount set forth on “Exchanges of
Interests in the Global Security,” attached hereto, on September 15, 2022, and
to pay interest thereon from September 13, 2012 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on March 15 and September 15 in each year, commencing March 15, 2013 at the rate
of 3.05% 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 3.05% 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 March 1 or September 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.







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:


	THE CLOROX COMPANY
	 
	 
	By:	 
		Name: Charles R. Conradi
		Title: Vice President – Treasurer
	 
	 
	By:   	 
		Name: Laura Stein
		Title: Senior Vice President – General
Counsel




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

Dated:

WELLS FARGO BANK, NATIONAL
ASSOCIATION,
       as Trustee 

	By:  	 
		Authorized Signatory









(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, between the Company and The
Bank of New York Mellon Trust Company, N.A. (“BNYMTC”), as trustee, as
supplemented by the First Supplemental Indenture dated as of November 9, 2009
among the Company, BNYMTC, and Wells Fargo Bank, National Association, as
trustee, the Second Supplemental Indenture dated as of November 9, 2009 between
the Company and Wells Fargo Bank, National Association (the “Trustee,” which
term includes any successor trustee under the Indenture), the Third Supplemental
Indenture dated as of November 17, 2011 between the Company and the Trustee, and
the Fourth Supplemental Indenture dated as of September 13, 2012 between the
Company and the Trustee (the Indenture, as amended by the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture,
and the Fourth Supplemental Indenture is herein called 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, as a whole or from time to time, in part, at the election
of the Company, (i) at any time prior to June 15, 2022, 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 and (ii) at any time on or after June 15, 2022, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed 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 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. 

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. 







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).









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)










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: 


	Date of

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










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 

3.05% Senior Notes due
2022


	No. 2	CUSIP NO.
      189054 AT6
ISIN NO.
      US189054AT60


$100,000,000
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 ONE HUNDRED MILLION
DOLLARS ($100,000,000), or such greater or lesser amount set forth on “Exchanges of
Interests in the Global Security,” attached hereto, on September 15, 2022, and
to pay interest thereon from September 13, 2012 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on March 15 and September 15 in each year, commencing March 15, 2013 at the rate
of 3.05% 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 3.05% 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 March 1 or September 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. 

 







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:


	THE CLOROX COMPANY
	 
	 
	By:   	 
		Name: Charles R. Conradi
		Title: Vice President – Treasurer
	 
	 
	By:	 
		Name: Laura Stein
		Title: Senior Vice President – General
Counsel




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

Dated:

WELLS FARGO BANK, NATIONAL
ASSOCIATION,
       as Trustee 

	By:   	
		Authorized Signatory









(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, between the Company and The
Bank of New York Mellon Trust Company, N.A. (“BNYMTC”), as trustee, as
supplemented by the First Supplemental Indenture dated as of November 9, 2009
among the Company, BNYMTC, and Wells Fargo Bank, National Association, as
trustee, the Second Supplemental Indenture dated as of November 9, 2009 between
the Company and Wells Fargo Bank, National Association (the “Trustee,” which
term includes any successor trustee under the Indenture), the Third Supplemental
Indenture dated as of November 17, 2011 between the Company and the Trustee, and
the Fourth Supplemental Indenture dated as of September 13, 2012 between the
Company and the Trustee (the Indenture, as amended by the First Supplemental
Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture,
and the Fourth Supplemental Indenture is herein called 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, as a whole or from time to time, in part, at the election
of the Company, (i) at any time prior to June 15, 2022, 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 and (ii) at any time on or after June 15, 2022, at a Redemption Price equal to 100% of the principal amount of the Securities to be redeemed 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 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. 

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. 







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).









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)










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:


	Date of

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