<DOCUMENT>
<TYPE>EX-13
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<FILENAME>henkel13dex13_0717.txt
<TEXT>
                                                                      Exhibit 13

                           Share Repurchase Agreement

This Share Repurchase Agreement (the "Agreement") is made this 16th day of July,
2003 ("Effective Date"), by and between HC Investments, Inc., a Delaware
corporation with offices at 1105 North Market Street, Suite 1300, Wilmington,
Delaware 19801 ("Henkel"), and The Clorox Company, a Delaware corporation with
offices at 1221 Broadway, Oakland, CA 94612 ("Clorox" or the "Company").

                                   Background

Clorox has determined that it is in its stockholders' best interests for Clorox
to utilize a portion of its free cash flow to repurchase shares of its common
stock, $1 par value (the "Stock"). Henkel is a significant stockholder, with
holdings on the Effective Date equal to approximately 29.4% of Clorox's
outstanding Stock (which Clorox represents to be two hundred thirteen million
seven hundred forty-seven thousand six hundred seventy-five (213,747,675) shares
as of the date hereof). Clorox has determined that it does not desire to have
its share repurchases result in Henkel's overall percentage ownership in Clorox
Stock becoming greater than thirty percent (30%). Accordingly, Henkel and Clorox
hereby agree, in accordance with the terms and conditions set forth below, that
Henkel will participate in Clorox's Stock repurchase program.

                              Terms and Conditions

1.   Definitions

     a.   "Purchase Date" shall mean December 15, 2003, June 15, 2004, December
          15, 2004 and June 15, 2005.

     b.   "Calculation Period" shall mean, for the December 15, 2003 Purchase
          Date, the period from the Effective Date until the eighth business day
          prior to the Purchase Date and for each subsequent Purchase Date, the
          period from seven business days prior to the previous Purchase Date to
          the trading day immediately before the seventh business day prior to
          such Purchase Date.

     c.   "Non-Henkel Purchases" shall mean Clorox's purchases of Stock during
          any Calculation Period from persons other than Henkel.

     d.   "Applicable Non-Henkel Purchases" shall mean those Non-Henkel
          Purchases during any Calculation Period that are effected at or above
          the then applicable Minimum Price (as defined below).

     e.   "Value" shall mean the total purchase price (neither increased nor
          reduced by commissions or fees paid by Clorox to its brokers and
          advisors) of all Applicable Non-Henkel Purchases during the applicable
          Calculation Period divided by the total number of shares of Stock
          included in Applicable Non-Henkel Purchases during the Calculation
          Period.

     f.   "Henkel Ratio" for any Calculation Period shall mean the quotient
          (rounded to the nearest hundredth) resulting from dividing the
          percentage of Stock owned by Henkel by the percentage of Stock owned
          by persons other than Henkel, in each case, at the start of such
          Calculation Period. The "Henkel Ratio" at the Effective Date is 41.64%
          (arrived at as follows: 29.4%/70.6%).

     g.   "Non-Henkel Ratio" for any Calculation Period shall mean the quotient
          (rounded to the nearest hundredth) resulting from dividing the
          percentage of Stock owned by persons other than Henkel by the
          percentage of Stock owned by Henkel, in each case, at the start of
          such Calculation Period. The "Non-Henkel Ratio" at the Effective Date
          is 2.4 (arrived at as follows: 70.6%/29.4%).

2.   Stock Repurchase.

     a.   Time and amount. Subject to and contingent upon the terms and
          conditions stated in Sections 2 and 3 of this Agreement, Clorox will
          purchase from Henkel, and Henkel will agree to sell to Clorox on the
          Purchase Dates the number of shares of Stock that, when multiplied by
          the Value for the applicable Calculation Period, will have a total
          value of up to: $50 million on December 15, 2003, $50 million on June
          15, 2004, $65 million on December 15, 2004 and $65 million on June 15,
          2005. If, during the relevant Calculation Period, Clorox issues any
          new Stock (including reissuances of treasury shares), other than
          pursuant to an employee or director compensation plan, including, but
          not limited to, The Clorox Company 1987 Long-Term Compensation Plan,
          The Clorox Company 1996 Stock Incentive Plan, The Clorox Company
          Executive Incentive Compensation Plan, The Clorox Company Independent
          Directors' Stock-Based Compensation Plan and The Clorox Company 1993
          Directors' Stock Option Plan, then, at Henkel's option, the number of
          shares of Stock that Henkel will agree to sell to Clorox shall be
          reduced to the number of shares of Stock that, when subtracted from
          Henkel's then current holdings, will result in Henkel owning no less
          than the same percentage of Clorox's then aggregate outstanding Stock,
          as Henkel owned at the start of such Calculation Period. In each case,
          the purchase price per share of Stock purchased from Henkel shall be
          equal to the then applicable Value and the payment for such shares
          shall be made in immediately available funds on the applicable
          Purchase Date. In order that Henkel may verify the Value as at any
          Purchase Date, at least five (5) business days prior to such Purchase
          Date, Clorox will supply to Henkel, in writing, the volume weighted
          average purchase price calculation, and all supporting documentation,
          for all Non-Henkel Purchases and Applicable Non -Henkel Purchases for
          the applicable Calculation Period. Should Henkel object to any of
          these calculations, Henkel may delay the Purchase Date until it is
          satisfied with the information provided and the calculations supported
          thereby. Upon receipt of the agreed upon Purchase Price, Henkel will
          transfer the relevant number of shares of Stock to Clorox.

     b.   10b5-1 Plan. During the period when Clorox may purchase Stock on the
          open market prior to the end of Clorox's first, second, and fourth
          quarters in Clorox's 2004 fiscal year and second quarter in Clorox's
          2005 fiscal year (each such pre-quarter-end period being hereafter
          referred to as an "Open Window") Clorox shall enter into 10b5-1 plans
          obligating Clorox to purchase, prior to the next Purchase Date, a
          number of shares of Stock from persons other than Henkel, that would
          be no less than the number of shares of Stock that Clorox chooses to
          purchase from Henkel on that Purchase Date multiplied by the
          Non-Henkel Ratio for each relevant Calculation Period

     c.   Limitations on amount of purchases.

          i.   Establishment of minimum and maximum prices. Before Clorox makes
               any purchases of Stock in any Calculation Period, Henkel has the
               right to set a minimum purchase price ("Minimum Price") and
               Clorox has the right to establish a maximum purchase price for
               such Calculation Period ("Maximum"). Clorox shall supply Henkel
               with written notice of any Maximum at least ten (10) days prior
               to the start of each Calculation Period. The Minimum Price for
               the first Calculation Period is    per share, excluding
               commissions, and the Maximum for the first Calculation Period is
                  per share, excluding commissions. Clorox will request, in
               writing, Henkel's Minimum Price, at least fifteen (15) days prior
               to the beginning of any Calculation Period. If Henkel does not
               provide Clorox with a response, in writing, or otherwise notify
               Clorox at least five (5) days prior to the beginning of any
               Calculation Period, the then current Minimum Price shall remain
               in effect during the next Calculation Period. If Clorox does not
               timely send such request to Henkel, then Henkel may set the
               Minimum Price at any time.

          ii.  Maximum limitation. Clorox shall have the right not to purchase
               shares of Stock during any Calculation Period at more than the
               Maximum. If, during any Calculation Period, Non-Henkel Purchases
               are limited under the applicable 10b5-1 plan because the market
               price exceeds the Maximum at any time during that Calculation
               Period, and Clorox's maximum dollar amount of purchases from
               Henkel, as set forth in Section 2.a. of this Agreement, on a
               Purchase Date would cause the amount of Stock required to be
               purchased from Henkel to exceed the applicable Henkel Ratio of
               all Non-Henkel Purchases during the applicable Calculation
               Period, any obligation of Clorox to purchase Stock from Henkel on
               that Purchase Date shall be reduced to a dollar amount equal to
               the Henkel Ratio of the number of shares of Stock included in
               Non-Henkel Purchases during the Calculation Period multiplied by
               the Value for that Calculation Period.

          iii. Minimum Limitation. If the number of shares of Stock determined
               by dividing Clorox's purchase obligation for the applicable
               Purchase Date under section 2.a. above by the Value would exceed
               the Henkel Ratio of all Non-Henkel Purchases for that Calculation
               Period, Clorox's obligation to purchase Stock from Henkel on that
               Purchase Date shall be reduced to a dollar amount equal to the
               Henkel Ratio of the number of shares of Stock included in the
               Non-Henkel Purchases for that Calculation Period multiplied by
               the Value for that Calculation Period.

          iv.  Regulatory Limitation. If, in the opinion of Clorox's counsel,
               (1) Clorox may not enter into a 10b5-1 plan for any Calculation
               Period because of the existence of material non-public
               information at the time when such plan would otherwise have been
               executed during the "Open Window", (2) Clorox may not make
               Non-Henkel Purchases during any Calculation Period because it is
               involved in a distribution subject to Rule 102 of Regulation M
               (17 CFRss.242.102) under the Securities Exchange Act of 1934, as
               amended (the "Exchange Act") or (3) federal or state law
               otherwise prohibits Clorox from making Non-Henkel Purchases
               during any Calculation Period, Clorox's obligation to purchase
               Stock from Henkel on the applicable Purchase Date shall be
               reduced to an amount equal to the Henkel Ratio of the shares of
               Stock included in the Non-Henkel Purchases actually made during
               the applicable Calculation Period multiplied by the Value for
               that Calculation Period. In the event that one of the regulatory
               limitation events described in this paragraph prevents Clorox
               from making Non-Henkel Purchases during only a portion of a
               Calculation Period, Clorox shall make reasonable good faith
               efforts during the remainder of the Calculation Period to make
               Non-Henkel Purchases sufficient to allow it to fulfill its
               purchase obligation under section 2.a. above. Clorox shall
               promptly give Notice to Henkel if any circumstance noted in this
               Section should, in the opinion of Clorox's counsel, be deemed to
               exist.

     d.   Option to increase purchases. Subject to Section 2(f) below, Clorox
          shall have the right to increase the amount of its purchases under
          Section 2.a. by up to $15 million on any Purchase Date, provided that,
          if such increase occurs on December 15 of 2003 or 2004, the increased
          amount shall become Clorox's minimum purchase obligation for the
          following Purchase Date. If Clorox wishes to increase its purchase
          amount from Henkel on any Purchase Date, it shall increase its
          Non-Henkel Purchases during the applicable Calculation Period so that
          the number of shares of Stock purchased from Henkel on the Purchase
          Date does not exceed the Henkel Ratio of the shares purchased through
          Non-Henkel Purchases during the Calculation Period.

     e.   Option to roll over purchases. If Clorox purchases from Henkel less
          than the maximum dollar amount of Stock permitted to be purchased on
          any Purchase Date under Section 2.a. above, Clorox may add the
          difference between the permitted purchase amount and the actual
          purchase amount on that Purchase Date to the maximum purchase amount
          applicable to the next Purchase Date. Such increased maximum purchase
          amount shall become the maximum purchase amount for that Purchase Date
          under Section 2.a.

     f.   Overall Limitation. Notwithstanding any other provision of this
          Agreement, the maximum amount of Stock that Clorox may purchase from
          Henkel pursuant to this Agreement shall be limited to Stock with a
          purchase price under this Agreement no greater than $255 million in
          the aggregate.


     g.   Henkel Right to Purchase. If Clorox issues any new Stock (including
          reissuances of treasury shares), other than pursuant to an employee or
          director compensation plan, including, but not limited to, The Clorox
          Company 1987 Long-Term Compensation Plan, The Clorox Company 1996
          Stock Incentive Plan, The Clorox Company Executive Incentive
          Compensation Plan, The Clorox Company Independent Directors'
          Stock-Based Compensation Plan and The Clorox Company 1993 Directors'
          Stock Option Plan, during the period from the Effective Date through
          December 15, 2005 or, if this Agreement is terminated pursuant to
          Section 3.b., the date six (6) months after the last purchase from
          Henkel made hereunder, whichever is earlier, and Henkel's ownership
          interest in Clorox shall, as a result, be less than 29.4% of the
          aggregate outstanding Stock on and as of December 15, 2005 or on and
          as of the date six months after the last purchase from Henkel made
          hereunder, whichever is applicable, Henkel shall have the right, on
          notice to Clorox given no later than January 15, 2006 or thirty (30)
          days after the end of the six month period referred to above in this
          sentence, whichever is applicable, to re-purchase from Clorox a number
          of shares of Stock sold hereunder equal to the lesser of (x) such
          number of shares of Stock as will increase Henkel's ownership interest
          in Clorox to 29.4% of the then outstanding Stock (after giving effect
          to such issuance) and (y) the number of shares of Stock that Henkel
          had sold to Clorox under this Agreement (or, in either case, such
          lesser number as Henkel may elect in its notice to Clorox).
          Re-purchases shall occur sequentially, beginning with the most recent
          sales. The re-purchase price shall be equal to the price at which
          Henkel sold the applicable shares to Clorox. Within two (2) weeks of
          receipt of notice under this Section 2.g., the parties shall hold a
          closing of the repurchase transaction. The parties shall comply with
          the Securities Act of 1933 (the "Securities Act") in connection with
          any repurchase hereunder, provided that Clorox shall not be required
          to register the sale to Henkel of the shares that Henkel repurchases.

3.   Term and Termination.

     a.   Term. The term of this Agreement shall start on the Effective Date and
          end on January 31, 2006.

     b.   Termination.

          i.   Without cause. Either party may terminate this Agreement without
               cause, for any reason or without reason, by giving at least
               thirty (30) days prior written notice to the other party.
               However, obligations, if any, arising prior to such termination
               with respect to the then current Calculation Period in effect at
               the time that the notice of termination is provided, shall
               survive termination.

          ii.  Extraordinary Cash Needs. Clorox may terminate this Agreement by
               giving notice if the Clorox Board of Directors approves an
               acquisition or other capital appropriation or expenditure that
               individually or, when aggregated with related acquisitions,
               appropriations or expenditures, over a period of twelve (12)
               months, requires the total expenditure of more than five hundred
               million dollars ($500,000,000) in cash.

          iii. Change of Control. Either party may terminate this Agreement by
               giving notice at any time that Clorox has entered into an
               agreement that will result in a change of control of Clorox or
               that a change of control of Clorox has occurred. "Change of
               control" for purposes of this Agreement shall mean:

               (1)  The acquisition by any individual, entity or group (within
                    the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
                    Act, (a "Person") of beneficial ownership (within the
                    meaning of Rule 13d-3 promulgated under the Exchange Act) of
                    20%, or in the case of Henkel KGaA, or any person controlled
                    by it ("Henkel Group"), more than the percentage of the
                    Company's issued Stock agreed to in paragraph 4(a) of the
                    June 18, 1981 agreement between the Company and Henkel
                    Group, as amended, of either (i) the then outstanding Stock
                    of the Company (the "Outstanding Stock") or (ii) the
                    combined voting power of the then outstanding voting
                    securities of the Company entitled to vote generally in the
                    election of directors (the "Outstanding Company Voting
                    Securities"); provided, however, that for purposes of this
                    subsection (1), the following acquisitions shall not
                    constitute a Change of Control: (i) any acquisition directly
                    from the Company, (ii) any acquisition by the Company,
                    including any acquisition which by reducing the number of
                    shares outstanding, is the sole cause for increasing the
                    percentage of shares beneficially owned by any such Person
                    or by Henkel Group to more than the applicable percentage
                    set forth above, (iii) any acquisition by any employee
                    benefit plan (or related trust) sponsored or maintained by
                    the Company or any corporation controlled by the Company or
                    (iv) any acquisition by any corporation pursuant to a
                    transaction which complies with clauses (i), (ii) and (iii)
                    of subsection (3) of this Section 3.b.iii; or

               (2)  Individuals who, as of the date hereof, constitute the Board
                    of Directors of Clorox (the "Incumbent Board") cease for any
                    reason to constitute at least a majority of the Board;
                    provided, however, that any individual becoming a director
                    subsequent to the date hereof whose election, or nomination
                    for election by the Company's shareholders, was approved by
                    a vote of at least a majority of the directors then
                    comprising the Incumbent Board, and any individual nominated
                    as a representative of Henkel Group pursuant to the
                    agreement between Henkel Group and the Company dated July
                    16, 1986, shall be considered as though such individual were
                    a member of the Incumbent Board, but excluding, for this
                    purpose, any such individual whose initial assumption of
                    office occurs as a result of an actual or threatened
                    election contest with respect to the election or removal of
                    directors or other actual or threatened solicitation of
                    proxies or consents by or on behalf of a Person other than
                    the Board; or

               (3)  Consummation by the Company of a reorganization, merger or
                    consolidation or sale or other disposition of all or
                    substantially all of the assets of the Company or the
                    acquisition of assets of another corporation (a "Business
                    Combination"), in each case, unless, following such Business
                    Combination, (i) all or substantially all of the individuals
                    and entities who were the beneficial owners, respectively,
                    of the Outstanding Stock and Outstanding Company Voting
                    Securities immediately prior to such Business Combination
                    beneficially own, directly or indirectly, more than 50% of,
                    respectively, the then outstanding shares of stock and the
                    combined voting power of the then outstanding voting
                    securities entitled to vote generally in the election of
                    directors, as the case may be, of the corporation resulting
                    from such Business Combination (including, without
                    limitation, a corporation which as a result of such
                    transaction owns the Company or all or substantially all of
                    the Company's assets either directly or through one or more
                    subsidiaries), (ii) no Person (excluding any employee
                    benefit plan (or related trust) of the Company or such
                    corporation resulting from such Business Combination)
                    beneficially owns, directly or indirectly, 20% or more of,
                    respectively, the then outstanding shares of common stock of
                    the corporation resulting from such Business Combination or
                    the combined voting power of the then outstanding voting
                    securities of such corporation except to the extent that
                    such ownership existed prior to the Business Combination and
                    (iii) at least a majority of the members of the board of
                    directors of the corporation resulting from such Business
                    Combination were members of the Incumbent Board at the time
                    of the execution of the initial agreement, or of the action
                    of the Board, providing for such Business Combination; or

               (4)  Approval by the shareholders of the Company of a complete
                    liquidation or dissolution of the Company.

          (iv) Notwithstanding the foregoing, no termination of this Agreement
     prior to January 31, 2006, under clause i, ii or iii of this Section 3.b,
     shall terminate Henkel's right to purchase Stock under Section 2.g in
     respect of any dilution caused by the issuance of shares of Stock by Clorox
     on or prior to the date six months after such termination.

4.   General

     a.   Notices. Notices under this Agreement shall be effective when sent by
          fax, with a confirmation copy then sent by first class, postage paid
          mail, return receipt requested, or by overnight delivery, to the
          following fax numbers and addressees:

          If to The Clorox Company:
          1221 Broadway
          Oakland, CA 94612
          Attn: General Counsel
          Fax: (510) 271-1696

          If to HC Investments, Inc.
          1105 North Market Street, Suite 1300
          Wilmington, Delaware 19801
          Attn:    James E. Ripka, President
          Fax:  (610) 270-8104

          With a copy to Kenneth R. Pina, Secretary, HC Investments, Inc. at:

          2200 Renaissance Blvd.
          Gulph Mills, PA 19406
          Fax:  (610) 270-8219

          or to such other address as either party may from time to time specify
          in writing to the other by like notice.

     b.   Entire Agreement. This Agreement constitutes the entire agreement and
          understanding of the parties hereto with respect to the purchase and
          sale of shares of Stock provided by this Agreement. No aspect of this
          Agreement shall be construed to conflict with or supersede any
          provision contained in any other agreement between Clorox, and any
          other company within the Henkel Group.

     c.   Governing Law. This Agreement shall be deemed to have been made in the
          State of Delaware, and its form, execution, validity, construction and
          effect shall be interpreted in accordance with the laws of the State
          of Delaware, without recourse to the conflict of laws principles
          thereof. Any disputes arising from this Agreement shall be resolved in
          the state and/or federal courts located in the State of Delaware. Both
          parties consent to the jurisdiction of the State of Delaware.

     d.   Confidentiality. Each party agrees that, except as required by law
          (including Section 13under the Exchange Act) or the applicable
          regulations of a relevant stock exchange, any non-public information
          learned or obtained by such party from the other party under this
          Agreement shall be kept confidential and will not be disclosed to any
          other person. For the avoidance of doubt, each party shall be
          permitted to disclose publicly the existence and substance of this
          agreement after it has been executed by both parties.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
their behalf by their authorized officers whose signatures appear below.

THE CLOROX COMPANY                            HC INVESTMENTS, INC.

By:    /s/ Karen M. Rose                      By:    /s/ James E. Ripka
       ----------------------------                  ---------------------------

Name:  Karen M. Rose                          Name:  James E. Ripka
       ----------------------------                  --------------------------

Title: Chief Financial Officer                Title: Chairman and President
       ----------------------------                  --------------------------

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