EXECUTION COPY 

AMENDMENT NO. 1 TO CREDIT
AGREEMENT

     THIS AMENDMENT NO. 1 TO CREDIT
AGREEMENT (this “Amendment”), dated as of April 2, 2009, is entered into by THE CLOROX
COMPANY, a Delaware corporation (the “Borrower”), and the banks party
hereto.

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     WHEREAS, the Borrower, the financial
institutions party thereto, JPMorgan Chase Bank, N.A., Citicorp USA, Inc. and
Wachovia Bank, N.A., as Administrative Agents and Citicorp USA, Inc, as
Servicing Agent are parties to the Credit Agreement dated as of April 16, 2008
(the “Credit Agreement”);

     WHEREAS, Borrower and Lehman
Brothers Bank, FSB have agreed that the Commitment of Lehman Brothers Bank, FSB
is to be terminated; and

     WHEREAS, the Borrower has requested
and, subject to the conditions hereof, the Required Banks have agreed to amend
the Credit Agreement to reflect the foregoing and to make the other changes set
forth herein. 

     NOW, THEREFORE, in consideration of
the premises, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


     SECTION 1. Definitions;
Interpretation. 

          (a) Terms Defined in Credit Agreement. All
capitalized terms used in this Amendment (including in the recitals hereof) and
not otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement, as amended by this Amendment. 

          (b) Interpretation. The rules of
interpretation set forth in Article
I to the Credit Agreement shall be applicable
to this Amendment and are incorporated herein mutatis mutandis by this reference.


     SECTION
2. Amendment to
Credit Agreement. Subject to the satisfaction
of the conditions set forth in Section 3, the Credit Agreement is hereby amended
as follows: 

          (a) Section 1.01 of the Credit Agreement is hereby amended to add the
following defined terms in their appropriate alphabetical order: 

     “Default Excess” means, with respect to any Defaulting Bank, the amount, if
any, of such Defaulting Bank’s ratable portion of the aggregate outstanding
principal amount of the Loans (calculated as if all Defaulting Banks (including
such Defaulting Bank) had funded all of their respective Defaulted Loans) in
excess of the aggregate outstanding principal amount of all Loans actually
funded by such Defaulting Bank.





     “Default Period” means, with respect to any Defaulting Bank, the period
commencing on the date such Bank becomes a Defaulting Bank and ending on the
earliest of the following dates: (i) the date on which the Default Excess with
respect to such Defaulting Bank has been reduced to zero and such Defaulting
Bank has otherwise satisfied all of its obligations under this Agreement,
provided
such Defaulting Bank shall have delivered to the Borrower and the Servicing
Agent a written reaffirmation of its intention to honor its obligations
hereunder with respect to its Commitment; (ii) the date on which the Defaulting
Bank’s Commitment is terminated pursuant to Section 2.10(b) or assumed pursuant
to Section 8.06; and (iii) the date on which the Borrower, the Servicing Agent
and the Required Banks waive in writing all defaults of such Defaulting Bank
under this Agreement.

     “Defaulted Loan” means any Loan that a Defaulting Bank has failed to make.


     “Defaulting Bank” means any Bank that (a) has failed to fund any portion of
the Committed Loans or participations in Reimbursement Obligations required to
be funded by it hereunder within three Business Days of the date required to be
funded by it hereunder, (b) has otherwise failed to pay over to the Servicing
Agent or any other Bank any other amount required to be paid by it hereunder
within three Business Days of the date when due, unless such amount is the
subject of a good faith dispute, (c) has notified the Borrower and/or the
Servicing Agent in writing that it does not intend to comply with its
obligations under Section 2.04 and/or Section 2.18 or has failed, within five
Business Days, to confirm to the Borrower or the Servicing Agent upon written
request its intention to comply with Section 2.04 and/or Section 2.18, or (d)
has become insolvent or the subject of a bankruptcy or insolvency proceeding.


          (b) The definition of “Percentage” in Section 1.01 of the Credit Agreement is
hereby amended by adding the following proviso at the end of the first sentence
thereof: “provided that the “Percentage” of any Bank whose Commitment has been terminated
pursuant to Section 2.10(b) shall be deemed to be zero”.

          (c) The definition of “Required Banks” in Section 1.01 of the Credit
Agreement is hereby amended to insert the following proviso at the end of such
definition: “; provided that the Credit Exposure held, or deemed held, by any
Defaulting Bank during the related Default Period shall be excluded for purposes
of making a determination of Required Banks”. 

          (d) Section 2.09(a) of the Credit Agreement is hereby amended to insert the
following proviso at the end of the first sentence: “; provided that for purposes
of such fee the Credit Exposure of a Defaulting Bank for each day during the
related Default Period shall be deemed to be the sum of the aggregate principal
amount of its Loans on such day”. 

2




          (e) Section 2.10 of the Credit Agreement is hereby amended to insert an “(a)”
prior to the first sentence and to insert the following clause (b): 

     “(b) The
Borrower shall have the right, at any time that no Default has occurred and is
continuing, upon at least three Business Days’ notice to a Defaulting Bank (with
a copy to the Servicing Agent), to terminate in full such Defaulting Bank’s
Commitment. Such termination shall be effective, (1) with respect to such
Defaulting Bank’s unused Commitment and its Commitment in respect of outstanding
Letter of Credit Liabilities, on the date set forth in such notice (which date
shall be no earlier than three Business Days after receipt of such notice),
provided
that the requirements of the last paragraph of Section 2.18(c), if applicable,
shall have been satisfied, and (2) with respect to any Commitment in respect of
outstanding Loans made by such Defaulting Bank, with respect to each Base Rate
Loan outstanding to such Defaulting Bank, on the date set forth in such notice
and, with respect to each Euro-Dollar Loan, Competitive Bid LIBOR Loan or
Competitive Bid Absolute Rate Loan outstanding to such Defaulting Bank, on the
last day of the then current Interest Period relating to such Loan. Upon a
termination of a Defaulting Bank’s Commitment in respect of outstanding Loans,
the Borrower will pay or cause to be paid all principal of, and interest accrued
to the date of such payment on, Loans owing to such Defaulting Bank. In
addition, upon termination of a Defaulting Bank’s Commitment the Borrower shall
pay any accrued facility fee and Letter of Credit Fee payable to such Defaulting
Bank in respect of such Commitment pursuant to the provisions of Section 2.09,
and all other amounts payable to such Defaulting Bank hereunder in respect of
such Commitment (including, but not limited to, any increased costs or other
amounts owing under Section 8.03 and any indemnification for Taxes under Section
8.04). Upon termination in full of a Defaulting Bank’s Commitment and the making
of such payments, the obligations of such Defaulting Bank hereunder shall, by
the provisions hereof, be released and discharged; provided, however, that (x) such Defaulting
Bank’s rights under Sections 2.18(e), 8.04(b) and 9.03, and its obligations
under Section 9.07 shall survive such release and discharge as to matters
occurring prior to such date and (y) no claim or any rights that the Borrower
may have against such Defaulting Bank arising out of such Defaulting Bank’s
default hereunder shall be released, prejudiced or impaired in any way. Subject
to Section 2.17, the aggregate amount of the Commitments of the Defaulting Banks
once reduced or terminated pursuant to this Section 2.10(b) may not be
reinstated; provided further, however, that if pursuant to this Section 2.10(b), the Borrower pays
or causes to be paid to a Defaulting Bank any principal of, or interest accrued
on, the Loans owing to such Defaulting Bank, then the Borrower shall either (x)
confirm to the Servicing Agent that the conditions set forth in Section 3.02(c)
and (d) are met on and as of such date of payment or (y) pay or cause to be paid
a ratable payment of principal and interest to all Banks who are not Defaulting
Banks.” 

3




          (f) Section 2.18(c) of the Credit Agreement is hereby amended by adding the
new clause (vi) at the end thereof:

     “Notwithstanding anything to the contrary in this Agreement, no Bank
shall be required to fund a Base Rate Loan pursuant to clause (ii) above or to
fund a Reimbursement Obligation pursuant to clause (iii) above, in each case to
the extent, but only to the extent, such funding would cause its Outstanding
Committed Amount to exceed the amount of its Commitment. If any Letter of Credit
Liabilities exist at the time a Bank’s Commitment is terminated pursuant to
clause (i) of Section 2.10(b), and if such termination would (but for the
immediately preceding sentence) cause the aggregate Outstanding Committed
Amounts of the remaining Banks to exceed the aggregate Commitments of the
remaining Banks, then the Borrower shall make arrangements satisfactory to the
applicable Issuing Bank eliminating the risk of such Issuing Bank with respect
to such excess, and if no such satisfactory arrangements are made within 15
Business Days, the Borrower shall cash collateralize the amount of such excess
on terms satisfactory to such Issuing Bank (in which case any such cash
collateral held by such Issuing Bank will be applied as a payment of its
Reimbursement Obligations immediately prior to any exercise by such Issuing Bank
of its rights to require the funding of participations in such Loans pursuant to
this Section 2.18(c)).”

          (g) The Credit Agreement is
hereby amended to add the following Section 2.20: 

     “Section 2.20
Defaulting Banks. Notwithstanding anything contained in this Agreement to the contrary,
(a) to the extent permitted by applicable law, until such time as the Default
Excess with respect to any Defaulting Bank shall have been reduced to zero or
any such Defaulting Bank’s Credit Exposure in respect of outstanding Loans is
terminated pursuant to Section 2.10(b) or assumed pursuant to Section 8.06, any
prepayment of the Loans shall, if the Borrower directs at the time of making
such prepayment, be applied to the Loans of the Banks other than such Defaulting
Bank as if such Defaulting Bank had no Loans outstanding and (b) any Defaulting
Bank’s unused Commitment shall be excluded for purposes of calculating the
facility fee, and its Commitment shall be excluded for purposes of calculating
the Letter of Credit Fee, payable to Banks pursuant to Section 2.09 in respect
of any day during any Default Period with respect to any such Defaulting Bank
(unless and until such Defaulting Bank’s Credit Exposure has been assumed
pursuant to Section 8.06), and such Defaulting Bank shall not be entitled to
receive any facility fee in respect of its unused Commitment, or Letter of
Credit Fee in respect of its Commitment, pursuant to Section 2.09 during any
Default Period with respect to such Defaulting Bank. No Commitment of any Bank
shall be increased or otherwise affected (other than in accordance with Section
8.06), and, except as otherwise expressly provided in this Section 2.20,
performance by the Borrower of its obligations hereunder shall not be excused or
otherwise modified as a result of any failure by a Defaulting Bank to fund or
the operation of this Section 2.20. The rights and remedies against a Defaulting
Bank under this Section 2.20 are in addition to other rights and remedies that
the Borrower, the Servicing Agent or any other Bank may have against such
Defaulting Bank with respect to any failure by such Defaulting Bank to perform
its obligations under the Agreement.” 

4




          (h) Section 8.06 of the Credit Agreement is hereby amended to
replace “or” with a “,” before “(ii)” and insert “or (iii) if any Bank is a
Defaulting Bank or is the wholly-owned subsidiary of a Person that has become
insolvent or the subject of a bankruptcy or insolvency proceeding” after
“Section 8.03 or 8.04”.

          (i) Section 9.04 of the Credit Agreement is hereby amended and
restated in its entirety as follows: 

Section 9.04 Sharing of
Set-Offs. Each Bank agrees that if it shall,
by exercising any right of set-off or counterclaim or otherwise, receive payment
of a proportion of the aggregate amount of principal and interest due with
respect to the Loans and Letter of Credit Liabilities held by it which is
greater than the proportion received by any other Bank in respect of the
aggregate amount of principal and interest due with respect to the Loans and
Letter of Credit Liabilities held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such participations in the Loans
and Letter of Credit Liabilities held by the other Banks (other than any
Defaulting Banks during the related Default Period), and such other adjustments
shall be made, as may be required so that all such payments of principal and
interest with respect to the Loans and Letter of Credit Liabilities held by the
Banks shall be shared by the Banks (other than any Defaulting Banks during the
related Default Period) pro rata; provided that nothing in this Section
shall impair the right of any Bank to exercise any right of set-off or
counterclaim it may have and to apply the amount subject to such exercise to the
payment of indebtedness of the Borrower other than its indebtedness hereunder.
The Borrower agrees, to the fullest extent it may effectively do so under
applicable law, that any holder of a participation in a Loan or Letter of
Credit, whether or not acquired pursuant to the foregoing arrangements, may
exercise rights of set-off or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct
creditor of the Borrower in the amount of such participation. 

          (j) The Commitment Schedule is deleted in its entirety and
replaced with the Commitment Schedule attached hereto. 

     SECTION
3. Effective Date; Conditions to Effectiveness. This Amendment shall become effective as of the date hereof, subject to
the satisfaction of each of the following conditions precedent: 

          (a) This Amendment shall have been executed and delivered by the
Borrower, the Required Banks and Lehman Brothers Bank, FSB;

          (b) The representations and warranties in Section 5 below shall be
true and correct; and 

          (c) All costs and expenses of the Administrative Agents, including
the reasonable fees of Shearman & Sterling LLP as joint special counsel for
the Administrative Agents, invoiced to the Borrower on or prior to April 2, 2009
shall have been paid. 

5




     SECTION
4. Continuing Effect. Except solely with
respect to the matters described in Section 2, this Amendment shall not limit or
otherwise adversely affect the rights of the Banks, the Administrative Agents
and the Servicing Agent under the Credit Agreement. Except solely with respect
to the matters described in Section 2, the Banks, the Administrative Agents and
the Servicing Agent reserve the right to insist on strict compliance with the
terms of the Credit Agreement. This Amendment will not, either alone or taken
with other waivers of provisions of the Credit Agreement, be deemed to create or
be evidence of a course of conduct. Any future or additional waiver of any
provision of the Credit Agreement shall be effective only if set forth in a
writing separate and distinct from this Amendment and executed pursuant to
Section 9.05 of the Credit Agreement. From and after the effectiveness of this
Amendment, the Credit Agreement shall remain in full force and effect, without
amendment or modification. 

     SECTION
5. Representations and Warranties. The
Borrower represents and warrants that (a) this Amendment has been duly
authorized by the Borrower, (b) each person executing this Amendment on behalf
of the Borrower has all requisite power and authority to execute this Amendment,
(c) this Amendment is its legal, valid and binding obligation, enforceable
against it in accordance with its terms and (d) after giving effect to this
Amendment, no Default or Event of Default exists under the Credit Agreement.


     SECTION
6. Governing Law. This Amendment shall be
governed by and construed in accordance with the laws of the State of New
York.

     SECTION
7. Binding
Effect. This Amendment shall be binding upon,
inure to the benefit of and be enforceable by the Borrower, the Banks, the
Administrative Agents and the Servicing Agent and their respective successors
and permitted assigns. 

     SECTION
8. Counterparts. This Amendment may be
executed in any number of counterparts, each of which shall be deemed to be an
original, and all such separate counterparts shall together constitute one and
the same agreement. 

     SECTION
9. Further
References. On and after the effective date
of this Amendment, (i) each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof” or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment. The Credit Agreement, as amended by this Amendment,
is and shall continue to be in full force and effect and is hereby in all
respects ratified and confirmed. The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Banks under the Credit Agreement or
constitute a waiver of any provision of any of the foregoing. 

[Signature page follows] 

6




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


	THE CLOROX
      COMPANY,
as the Borrower
		    

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






	Address:  	      	1221
      Broadway  
	  		Oakland,
      California 94612  
	Attention:  	 	Michael
      Iracondo,  
	  		Senior Treasury
      Manager  
	Facsimile:  		510-271-6590  




[Amendment No. 1] 






	CITICORP USA,
      INC.,
as a Bank
		    

		
	By:  
        	/s/ S.A. Sweeney 
      	 	 
	  	Name:  
        	Shannon Sweeney  
	 	Title:  	Vice
      President  





	Address:  	      	1615 Brett
      Road  
	  	 	New Castle, DE
      19720  
	Attention:  		Bank Loan
      Syndications  
	Facsimile:  		212-994-0847  




[Amendment No. 1] 






	JPMORGAN CHASE
      BANK, N.A.,
as a Bank
		    

		
	By:  
        	/s/ Tony Yung 
      	 	 
	  	Name:  
        	Tony
      Yung  
	 	Title:  	Vice
      President  





	Address:  	      	270 Park
      Avenue  
	  		New York, NY
      10017  
	Attention:  	 	Collette
      Lobo  
	Telephone:  		713-750-3510  
	Facsimile:  		713-750-2782  



[Amendment No. 1] 






	WACHOVIA BANK,
      NATIONAL
ASSOCIATION, as a Bank
		    

		
	By:  
        	  
    	 	 
	  	Name:  
        	   
	 	Title:  	  






	Address:  	     	301 South
      College St.  
	  		Charlotte, NC
      28288  
	Attention:  	 	Anita
      Johnston  
	Telephone:  		704-590-3318  
	Facsimile:  		704-715-0095  




[Amendment No. 1] 






	THE BANK OF
      TOKYO-MITSUBISHI
UFJ, LTD., as a Bank
		    

		
	By:  
        	/s/ Victor Pierzchalski  	 	 
	  	Name:  
        	Victor
      Pierzchalski  
	 	Title:  	Authorized Signatory 






	Address:  	      	1251 Avenue of
      the Americas  
	  	 	New York, NY
      10020  
	Attention:  		Jaime
      Velez  
	Telephone:  		201-413-8586  
	Facsimile:  		201-521-2304/2305  




[Amendment No. 1] 






	BNP PARIBAS, as a
      Bank
		    

		
	By:  
        	/s/ Curtis A. Price 
      	 	 
	  	Name:  
        	Curtis
      A. Price  
	 	Title:  	Managing Director  
	  
	  
	By: 
    	/s/ Fikret Durmus 
      	 	 
	  	Name:  	Fikret
      Durmus  
	  	Title:  	Vice
      President  





	Address:  	     	209 S. LaSalle -
      Suite 500  
	  		Chicago, IL
      60604  
	Attention:  		Curt
      Price  
	Telephone:  	 	312-977-2232  
	Facsimile:  		312-977-1380  




[Amendment No. 1] 






	LEHMAN BROTHERS
      BANK, FSB, as a Bank 
		    

		
	By:  
        	/s/ Theodore Janulis   	 	 
	  	Name:  
        	Theodore Janulis  
	 	Title:  	Chairman 



 


	Address:  	     	1271       6th  Avenue, 46th Floor  
	  		New York, NY
      10020  
	Attention:  		Alexandra
      Ravener  
	Telephone:  		212-526-6560  
	Facsimile:  		212-520-0450  




[Amendment No. 1] 






	
      WILLIAM STREET LLC, as a
      Bank  

		    

		
	By:  
        	   
      	 	 
	  	Name:  
        	   
	 	Title:  	  






	Address:  	     	1 New York       Plaza, 40th Floor  
	  		New York, NY
      10004  
	Attention:  	 	Muhammad
      Khan  
	Telephone:  		212-357-4350  
	Facsimile:  		917-977-3966  




[Amendment No. 1] 






	
      WELLS FARGO BANK, N.A., as a
      Bank   

		    

		
	By:  
        	   
      	 	 
	  	Name:  
        	   
	 	Title:  	  






	Address:  	      	201 Third       Street, 8th Floor  
	 		MAC
      A0187-080  
	  	 	San Francisco,
      CA 94103  
	Attention:  		Claire
      Gerndt  
	Telephone:  		415-477-5294/5425  
	Facsimile:  		415-979-0675  




[Amendment No. 1] 






	
      PNC BANK, NATIONAL ASSOCIATION,
      
as a Bank

		    

		
	By:  
        	/s/ Jennifer L. Loew 
      	 	 
	  	Name:  
        	Jennifer L. Loew  
	 	Title:  	Vice
      President - Credit Officer 






	Address:  	     	One PNC
      Plaza  
	  		249 Fifth
      Avenue  
	 		Pittsburgh, PA
      15222  
	Attention:  		Ronald
      Harapko  
	Telephone:  	 	412-762-4753  
	Facsimile:  		412-768-4586  




[Amendment No. 1] 






	
      THE NORTHERN TRUST COMPANY, 
as a
      Bank

		    

		
	By:  
        	/s/ John P. Brazzale 
      	 	 
	  	Name:  
        	John
      P. Brazzale  
	 	Title:  	Senior
      Vice President 






	Address:  	      	50 South LaSalle
      Street  
	  		Chicago, IL
      60603  
	Attention:  	 	Sharon
      Jackson  
	Telephone:  		312-630-1609  
	Facsimile:  		312-630-1566  




[Amendment No. 1] 






	
      FIFTH THIRD BANK, as a
      Bank      

	
       

	 	    

		
	By:  
        	/s/ Gary Losey 	 	 
	  	Name:  
        	Gary
      S. Losey   
	 	Title:  	Vice
      President 





	Address:  	      	38 Fountain
      Square Plaza  
	  		Cincinnati, OH
      45202  
	Attention:  	 	Christin
      Bell  
	Telephone:  		513-358-1060  
	Facsimile:  		513-358-0221  




[Amendment No. 1] 




COMMITMENT SCHEDULE 


	  Wachovia
      Bank, National Association  	$180,000,000  
	  JPMorgan
      Chase Bank, N.A.  	$180,000,000  
	  Citicorp USA,
      Inc.  	$180,000,000  
	  The Bank of
      Tokyo-Mitsubishi UFJ, Ltd.  	$150,000,000  
	  BNP
      Paribas  	$100,000,000  
	  William
      Street LLC  	$100,000,000  
	  Wells Fargo
      Bank, N.A.  	$75,000,000  
	  PNC Bank,
      National Association  	$50,000,000  
	  The Northern
      Trust Company  	$50,000,000  
	  Fifth Third
      Bank  	$35,000,000  
	        Total
      Commitments  	$1,100,000,000