THE CLOROX COMPANY
AMENDED AND
RESTATED
REPLACEMENT SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
FOR THE BENEFIT OF DONALD R. KNAUSS

I.
General.


     (A). Purpose. 


	          	(i).	 	The Clorox Company (the “Company”)
      hereby establishes this Amended and Restated Replacement
      Supplemental Executive Retirement Plan For the Benefit of Donald R. Knauss
      (the “Plan”), which is intended to provide benefits to Donald R. Knauss
      (the “Executive”) (and his surviving spouse in the event of the
      Executive’s death) that duplicate the rights and benefits the Executive
      would have been entitled to under the Employee Retirement Plan of The
      Coca-Cola Company, attached hereto as Exhibit
      A (the “Retirement Plan”), as was in effect on
      August 25, 2006, and The Coca-Cola Company Supplemental Pension Plan,
      attached hereto as Exhibit B (the “Coca-Cola SERP”), as was in effect on April 25, 2008
      (collectively the “Coca-Cola Plans”), had the Executive’s employment with
      The Coca-Cola Company continued until the Executive’s retirement or other
      termination of employment with the
Company.



    
(B). Conflicts. 


	          	(i).	 	Except as otherwise provided
      herein, all terms and conditions of the Coca-Cola Plans shall apply under
      the Plan for purposes of calculating the Executive’s benefit under the
      Plan. In the event of any conflict between the terms of the Plan and the
      terms of the Coca-Cola Plans, the Plan shall
govern.



    
(C). Unfunded Status. 


	          	(i).	 	The Plan is intended to be an
      unfunded plan maintained primarily to provide deferred compensation
      benefits for a “select group of management or highly-compensated
      employees” within the meaning of Sections 201, 301, and 401 of the
      Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”).



II.
Plan Benefits. 

The
Executive’s accrued benefit under the Plan shall be equal to the benefit the
Executive would have accrued under the Coca-Cola Plans had the Executive’s
employment with The Coca-Cola Company continued until the date of the
Executive’s retirement or other termination of employment with the Company, as
determined under the terms and conditions of the Coca-Cola Plans (calculated as
if the benefit under the Coca-Cola Plans commenced on the date of such
retirement or other termination of employment, whether or not the benefits under
the Coca-Cola Plans actually commence on that date), and shall be payable at the
time, and in the manner, provided for in the Coca-Cola SERP, except as
superseded and/or as clarified by the following: 

    
(A). Benefit Offset. 


	          	(i).	 	The Executive’s accrued benefit
      under the Plan, if any, calculated according to Section II(B) below, shall
      be offset by the value of any benefits to which the Executive is entitled
      to receive under the Retirement Plan and the Coca-Cola SERP, subject to
      Section II(H)(i) below. For purposes of this offset, the benefits to which
      the Executive is entitled to receive under the Retirement Plan and the
      Coca-Cola SERP shall be calculated based on the assumption that the
      Executive begins to receive his benefit under such plans on the same date
      on which he begins to receive benefits under the
Plan.







    
(B). Benefit Limit. 


	          	(i).	 	Notwithstanding anything herein to
      the contrary, the benefit payable to the Executive shall be equal to the
      greater of (1) the dollar amount of the Executive’s accrued benefit under
      the Plan as provided herein payable in the normal payment form as of the
      date of determination as provided in the Coca-Cola SERP, or (2) the dollar
      amount of the Executive’s accrued benefit under The Clorox Company
      Supplemental Executive Retirement Plan (the “Clorox SERP”), payable in the
      normal payment form as of the date of determination as provided in the
      Clorox SERP.
	 	 		 
		(ii).		If the dollar amount
      of the Executive’s accrued benefit under the Clorox SERP is greater than
      the dollar amount of the Executive’s accrued benefit under the Plan as
      determined in Section II(B)(i) above, the Executive’s benefit shall be
      determined and payable solely in accordance with the terms and conditions
      of the Clorox SERP and no benefit shall be payable from the Plan. In no
      event shall the Executive receive a benefit under both the Clorox SERP and
      the Plan.



    
(C). Change in Control. 


	          	(i).	 	All references to “Change in
      Control” in the Coca-Cola Plans shall mean a “Change in Control” as
      defined in the Clorox SERP.



    
(D). Vesting. 


	          	(i).	 	Subject to Section II(H)(ii)
      below, the Executive shall be fully vested at all times in his benefit
      under the Plan.



    
(E). Years of Benefit Service. 


	          	(i).	 	The Executive’s Years of Benefit
      Service (as defined in the Retirement Plan) shall include the Executive’s
      service with the Company plus the Executive’s service with The Coca-Cola
      Company from February 7, 1994 through September 15, 2006, the date the
      Executive terminated employment with The Coca-Cola Company, and shall also
      include the period of time from September 16, 2006 through October 2,
      2006, the date the Executive commenced employment with the
    Company.
	 	 		 
		(ii).		In the event that
      the Executive’s employment with the Company terminates prior to the third
      anniversary of the Effective Date (as defined in the Employment Agreement
      between the Executive and the Company dated August 25, 2006), the
      Executive shall be credited with a minimum of three (3) Years of Benefit
      Service with the Company and three (3) years of age for purposes of
      benefit accruals under the Plan; provided, however, that in the event the
      Executive’s employment with the Company terminates after the third
      anniversary of the Effective Date, the Years of Benefit Service and age
      credited to the Executive shall be based on the Executive’s actual service
      with the Company as well as such prior service as provided in Section
      II(F)(i) above and the Executive’s actual
age.



    
(F). Compensation. 


	          	(i).	 	For purposes of calculating the
      Executive’s “Average Compensation” (as defined in the Retirement Plan) all references to “Compensation” in the Coca-Cola
      Plans shall mean the annual base salary and bonus paid by the Company to
      the Executive and, to the extent needed to obtain five years of
      consecutive annual compensation, the Executive’s annual base salary and
      bonus paid by The Coca-Cola Company prior to the Executive’s
      retirement.









    
(G). Non-Competition. 


	          	(i).	 	For purposes of the benefit offset
      set forth in Section II(A)(i), non-payment by The Coca-Cola Company of any
      benefit under the Coca-Cola SERP by virtue of the enforcement of the
      non-competition provision in Section 4.3 of the Coca-Cola SERP shall be
      disregarded.
	 	 		 
		(ii).		Any obligation of
      the Company to make payments to the Executive under the Plan shall cease,
      and all rights of the Executive under the Plan shall be extinguished, if
      the Executive terminates employment with the Company and without the
      Company’s written consent is subsequently employed by or in any manner
      provides services for any organization that is engaged in a business that
      is directly competitive with the products sold by the Company at the time
      of the Executive’s termination. If a court of competent jurisdiction finds
      that the restrictions provided in this Section II(H)(ii) are unenforceable
      in any respect, then such restrictions shall be construed so as thereafter
      to be limited or reduced to be enforceable to the extent compatible with
      the applicable law.



    
(H). Beneficiary. 



	          	(i).	 	All references to “Beneficiary” in
      the Coca-Cola Plans shall mean the Executive’s surviving
  spouse.



	III.
      Administration.
	 
	      	(A).	 	The Clorox Company Management
      Development and Compensation Committee (the “Committee”) shall administer
      the Plan. The Committee shall have the discretion and authority to take
      all actions and to make all decisions necessary and proper to carry out
      the Plan including, but not limited to, (1) making, amending, interpreting
      and enforcing all appropriate rules and regulations for the administration
      of the Plan and (2) deciding or resolving any and all questions including
      interpretations of the Plan as may arise in connection with 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.
	 
	IV.
      Claims and Review Procedure.
	 
	 	(A).		The Executive or his surviving
      spouse may make a written request for review of any matter concerning the
      Executive’s benefits under the 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.
	 
	 	(B).		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 (A)
      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.







     (C). 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.
	 	 		 
		(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.




	      	(D).	 	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 (A)
      above, has been notified that the claim is denied in accordance with
      paragraph (B) above, has filed a written request for a review of the claim
      in accordance with paragraph (C) above, and has been notified in writing
      that the Committee has affirmed the denial of the claim in accordance with
      paragraph (C)(iv) 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 (A) and paragraph (C)(iii),
      respectively.



	V.
      Amendment, Suspension,
      Termination.
	 
	      	(A).	 	The Board of Directors may at any
      time and from time to time, amend, suspend or terminate the Plan in whole
      or in part with the prior written consent of the Executive or, in the
      event the Executive is deceased, the Executive’s surviving spouse, which
      consent shall not be unreasonably withheld; provided, however, that no
      such consent shall be required for the Board of Directors to amend,
      suspend or terminate the Plan to the extent required by law or to conform
      the Plan with any such modifications made by The Coca-Cola Company to the
      Coca-Cola Plans, in either case as is determined necessary by the Board of
      Directors in its sole discretion and provided any such amendment required
      by law shall in all material respects preserve the Executive’s
      then-current and projected economic benefit provided under the Plan and
      his rights therein unless he shall otherwise give his prior written
      consent.








	VI.
      Section 409A; Delayed
      Distribution.
	 
	      	(A).	 	To the extent applicable, it is
      intended that the Plan and all payments made hereunder 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 that would cause
      the Plan or any payment made hereunder to fail to satisfy Section 409A
      shall have no force or effect until amended to comply with Section 409A,
      which amendment may be retroactive to the extent permitted by Section
      409A. Notwithstanding the foregoing, it is intended that no amendment to
      the Plan made pursuant to Section 409A shall reduce or limit the amount of
      the Executive’s benefit hereunder, but only, as applicable, the time and
      form of such payment.
	 
	 	(B).		Notwithstanding anything herein
      or in the Coca-Cola Plans to the contrary, any distribution of benefits
      under the Plan to the Executive shall be delayed for a minimum of six (6)
      months following the Executive’s separation from service with the Company
      if required under Section 409A and any payment that would have otherwise
      been made during such six-month period shall be made on the first day of
      the month following the date that is the six-month anniversary of the
      Executive’s separation from service with the Company, unless an earlier
      payment date is permitted under Section 409A.
	 
	VII.
      Miscellaneous. 
	 
	 	(A).		Notwithstanding any other
      provision of the Plan or the Coca-Cola Plans, the Executive and his
      surviving spouse shall be unsecured general creditors, with no secured or
      preferential rights to any assets of the Company or any other party for
      payment of benefits under the Plan. Any property held by the Company for
      the purpose of generating the cash flow for benefit payments shall remain
      its general, unpledged and unrestricted assets. The Company’s obligation
      under the Plan shall be an unfunded and unsecured promise to pay money in
      the future.
	 
	 	(B).		The Company shall be responsible
      for the payment of all benefits provided under the Plan. At its
      discretion, the Company may establish one or more trusts, with such
      trustees as the Committee may approve, for the purpose of assisting in the
      payment of such benefits. Although such a trust may be irrevocable, its
      assets shall be held for payment of all Company’s general creditors in the
      event of insolvency. To the extent any benefits provided under the Plan
      are paid from any such trust, the Company shall have no further obligation
      to pay them. If not paid from the trust, such benefits shall remain the
      obligation of the Company.
	 
	 	(C).		The Plan shall be construed,
      governed and administered in accordance with the laws of California, to
      the extent not preempted by federal law, without regard to the conflicts
      of law principles thereof.
	 
	 	(D).		Nothing in the establishment of
      the Plan is to be construed as giving the Executive the right to be
      retained in the employ of the Company.
	 
	 	(E).		Neither the Executive nor his
      surviving spouse shall have any power or right to transfer, assign,
      anticipate, hypothecate, mortgage, commute, modify, or otherwise encumber
      in advance any of the benefits payable hereunder, nor shall any of said
      benefits be subject to seizure for the payment of any debts, judgments,
      alimony, or separate maintenance owed by the Executive or his surviving
      spouse to be transferable by operation of law in the event of bankruptcy,
      insolvency, or otherwise. In the event the Executive or his surviving
      spouse attempts assignment, commutation, hypothecation, transfer, or
      disposal of the benefit hereunder, the Company’s liabilities shall
      forthwith cease and terminate.








	      	(F).	 	The provisions of the Plan shall bind and
      inure to the benefit of the Company and its successors and assigns. The
      term successors as used herein shall include any corporate or other
      business entity which shall, whether by merger, consolidation, purchase or
      otherwise acquire all or substantially all of the business and assets of
      the Company, and successors of any such corporation or other business
      entity.


     The
Clorox Company Replacement Supplement Executive Retirement Plan For the Benefit
of Donald R. Knauss is hereby adopted this 19th day of December, 2008, and
effective as of October 2, 2006. 

THE CLOROX COMPANY 

	/s/ Jackie Kane  
	Senior Vice President
      —  
	Human Resources and
      Corporate Affairs