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<SEC-DOCUMENT>0000903423-03-000625.txt : 20030717
<SEC-HEADER>0000903423-03-000625.hdr.sgml : 20030717
<ACCEPTANCE-DATETIME>20030717172051
ACCESSION NUMBER:		0000903423-03-000625
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20030717

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CLOROX CO /DE/
		CENTRAL INDEX KEY:			0000021076
		STANDARD INDUSTRIAL CLASSIFICATION:	SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842]
		IRS NUMBER:				310595760
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-32623
		FILM NUMBER:		03791802

	BUSINESS ADDRESS:	
		STREET 1:		THE CLOROX COMPANY
		STREET 2:		1221 BROADWAY
		CITY:			OAKLAND
		STATE:			CA
		ZIP:			94612-1888
		BUSINESS PHONE:		5102717000

	MAIL ADDRESS:	
		STREET 1:		P.O. BOX 24305
		CITY:			OAKLAND
		STATE:			CA
		ZIP:			94612-1305

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HENKEL KGAA /NEW/
		CENTRAL INDEX KEY:			0001098789

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		67 HENKELSTRASSE D-40191
		CITY:			DUSSELDORF GERMANY
		BUSINESS PHONE:		011492117973533

	MAIL ADDRESS:	
		STREET 1:		67 HENKELSTRASSE D-40191
		CITY:			DUSSELDORF GERMANY
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>henkel-13da19_0717.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 19)*


                               The Clorox Company
- -------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $1.00 per share
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   189054 10 9
- -------------------------------------------------------------------------------
                                 (CUSIP Number)

                             William A. Groll, Esq.
                       Cleary, Gottlieb, Steen & Hamilton
                                City Place House
                              55 Basinghall Street
                                 London EC2V 5EH
                                 44-207 614 2200


- -------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)

                                  July 16, 2003
- -------------------------------------------------------------------------------
             (Date of Event which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

<PAGE>

CUSIP No. 189054 10 9
                                  SCHEDULE 13D

   1        NAME OF REPORTING PERSON
            S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            HC Investments, Inc.

    2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |_|
                                                                       (b)  |_|

    3       SEC USE ONLY

    4       SOURCE OF FUNDS*

            AF, WC

    5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
            TO ITEMS 2(d) or 2(e)

    6       CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware

       NUMBER OF              7        SOLE VOTING POWER
        SHARES                         None
      BENEFICIALLY
        OWNED BY              8        SHARED VOTING POWER
     EACH REPORTING                    62,845,700
         PERSON
          WITH                9        SOLE DISPOSITIVE POWER
                                       None

                              10       SHARED DISPOSITIVE POWER
                                       62,845,700

      11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            62,845,700

      12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
            SHARES*

      13    PERCENT OF CLASS REP ESENTED BY AMOUNT IN ROW (11)

            29.4%

      14    TYPE OF REPORTING PERSON*

            CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>

CUSIP No. 189054 10 9
                                  SCHEDULE 13D

    1       NAME OF REPORTING PERSON
            S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            Henkel KGaA

    2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a)  |_|
                                                                       (b)  |_|

    3       SEC USE ONLY

    4       SOURCE OF FUNDS*

            AF, WC

    5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
            TO ITEMS 2(d) or 2(e)

    6       CITIZENSHIP OR PLACE OF ORGANIZATION

            Germany

       NUMBER OF              7        SOLE VOTING POWER
        SHARES                         None
      BENEFICIALLY
        OWNED BY              8        SHARED VOTING POWER
     EACH REPORTING                    62,845,700
         PERSON
          WITH                9        SOLE DISPOSITIVE POWER
                                       None

                              10       SHARED DISPOSITIVE POWER
                                       62,845,700

      11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            62,845,700

      12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
            SHARES*

      13    PERCENT OF CLASS REP ESENTED BY AMOUNT IN ROW (11)

            29.4%

      14    TYPE OF REPORTING PERSON*

            CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
                  This Amendment No. 19 (this "Amendment") amends and
supplements the Schedule 13D filed on August 14, 1974, as previously amended
(the "Schedule 13D"), initially of Henkel Corporation (as successor by merger to
Henkel Inc.), with respect to the Common Stock, par value $1.00 per share
("Common Stock"), of The Clorox Company ("Clorox" or the "Company"). Since none
of the prior amendments were required to be (nor were they) filed
electronically, this Amendment restates the text of the Schedule 13D in its
entirety as amended hereby, as required by Rule 101(a)(2)(ii) of Regulation S-T.

Item 1.           Security and Issuer.

                  The security to which this statement relates is the Common
Stock of Clorox. The principal executive offices of the Company are located at
1221 Broadway, Oakland, California 94612.

Item 2.           Identity and Background.

                  The Schedule 13D is filed by Henkel KGaA ("KGaA") and HC
Investments, Inc. ("HCI").

                  KGaA is a Kommanditgesellschaft auf Aktien organized under the
laws of Germany. Its principal executive offices are located at 67
Henkelstra(beta)e, 40589 Dusseldorf, Germany. (KGaA is sometimes referred to
herein, collectively with its affiliates, as "Henkel" or the "Henkel Group").
The Henkel Group is a worldwide organization engaged in the consumer goods
business, manufacturing and selling household products, cosmetics and
toiletries, adhesives, sealants and surfactants and other chemical and other
products for home and industrial use.

                  HCI is a Delaware corporation. Its principal executive offices
are located at 1105 North Market Street, Suite 1300, Wilmington, Delaware 19801.
HCI is a holding company that was established to hold certain U.S. investments
of Henkel.

                  The names, addresses, occupations and citizenship of the
executive officers, directors and controlling persons of KGaA and HCI are set
forth on Annex I hereto. None of KGaA, HCI or, to the best knowledge of KGaA and
HCI, any of the persons listed on Annex I hereto has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

                  All of the outstanding stock of HCI is owned by Henkel
Corporation (the successor to the original filing person of the Schedule).
Henkel Corporation is a Delaware corporation. Its principal executive offices
are located at 2200 Renaissance Boulevard, Gulph Mills, Pennsylvania 19406.
Henkel Corporation is engaged primarily in the manufacture and sale within the
United States of consumer goods, household products, adhesives and sealants for
commercial and industrial use, and metal surface treatments, chemical and other
products for commercial and industrial use. All of the outstanding common stock
of Henkel Corporation is owned by Henkel of America, Inc., a Delaware
corporation, and all of the outstanding preferred stock of Henkel Corporation is
owned by KGaA. Its principal executive offices are located at 2200 Renaissance
Boulevard, Gulph Mills, Pennsylvania 19406. Henkel of America, Inc. is a holding
company. All of the outstanding stock of Henkel of America, Inc. is owned by
KGaA.

Item 3.           Source and Amount of Funds or Other Consideration.

                  The shares of Common Stock currently held by HCI were acquired
by Henkel over many years, beginning in 1974, through a series of open market
purchases and private transactions with the Company, including the conversion of
a convertible note issued by the Company, and as a result of stock splits issued
by the Company. Most of Henkel's purchases occurred in the 1970s and 1980s,
initially by Henkel Inc. and thereafter by its successor by merger Henkel
Corporation. HCI was organized to hold certain of Henkel's investments in the
United States, including those previously held by Henkel Corporation. Prior to
1990, Henkel Corporation's holdings of Common Stock were contributed to HCI as a
capital contribution. Since then, all transactions in the Common Stock have been
effected by HCI. Most recently, 1,133,300 shares of Common Stock were acquired
in open market purchases in December 1999. In the aggregate, over the nearly
thirty-year span, Henkel has spent approximately $205 million in acquiring the
shares of Common Stock currently held by HCI

                  All of the funds that have been used by HCI (and, previously,
by Henkel Corporation and Henkel Inc.) to purchase shares of Common Stock have
been obtained from its working capital, derived from dividends and other
investment income, and from advances and capital contributions from KGaA and
Henkel of America, Inc. (which has in turn obtained such funds as capital
contributions from KGaA). KGaA has obtained all such funds from its general
corporate resources.

Item 4.           Purpose of Transaction.

                  Henkel acquired its investment in Common Stock in order to be
a long-term significant minority investor in the Company as one element of a
long-term cooperative arrangement between KGaA and Clorox, that began in 1974,
providing, among other things, for certain product research, development and
licensing agreements between the parties.

                  Clorox and KGaA are parties to a number of letter agreements
governing the terms of this long-term investment, including (a) an agreement
dated July 31, 1974 (the "1974 Agreement"), (b) an agreement dated December 12,
1977/January 23, 1978 (the "1978 Agreement"), (c) an agreement dated June 18,
1981 (the "1981 Agreement"), (d) an agreement dated July 16, 1986 (the "1986
Agreement") and (e) an agreement dated March 18, 1987 (the "1987 Agreement" and,
together with the 1974 Agreement, the 1978 Agreement, the 1981 Agreement and the
1986 Agreement, the "Agreements"). Copies of the Agreements have been filed as
Exhibits to the Schedule 13D. Certain of the provisions of the Agreements are
summarized in this Amendment for the sole purpose of providing a restatement of
the Schedule 13D, as required by Rule 101(a)(2)(ii) of Regulations S-T. The
following description of various of the terms of the Agreements is qualified in
its entirety by reference to the actual Agreements.

                  Pursuant to the Agreements, Henkel acknowledged its intention
to keep its ownership level in Clorox at or below 30%, and has agreed generally
not to effect a private sale of any shares of Common Stock or to purchase shares
if such purchase would result in its owning more than 30% of the outstanding
shares, unless Henkel has advised Clorox that it is considering such a
transaction and given Clorox a reasonable opportunity to comment and, if Clorox
so desires, to make a presentation to Henkel concerning the merits of any such
transaction. Henkel retains the ultimate right to effect any such proposed
transaction in its sole discretion based on the interests of its shareholders.

                  Pursuant to the Agreements, Clorox agreed generally to keep
Henkel advised with respect to proposed transactions or matters of corporate
policy that would materially affect the relationship between Henkel and Clorox
and not to undertake any such transaction or implement any such policy unless
Henkel had been given a reasonable opportunity to comment and, if Henkel so
desires, to make a presentation to Clorox or its board of directors. Clorox
retains the ultimate right to proceed with any such transaction in the sole
discretion of its board of directors based on the interests of Clorox's
shareholders generally.

                  Pursuant to the Agreements, as long as Henkel owns 5% or more
of the Common Stock outstanding, Clorox agreed to cause to be nominated and
elected to its board such number of persons designated by Henkel as would
provide Henkel the representation it could obtain utilizing cumulative voting,
if it were applicable to Clorox. Clorox also agreed that Henkel would have
appropriate representation on committees of the Clorox board. In accordance with
these provisions of the Agreements, Mr. Christoph Henkel, Dr. Klaus Morwind and
Mr. Michael E. Shannon currently serve on Clorox's board. Pursuant to the
Agreements, as long as Henkel owns at least 10% of the outstanding Common Stock,
Clorox will call a special shareholders' meeting upon Henkel's request.

                 Pursuant to the Agreements, Clorox also agreed to grant Henkel
at least two demand registration rights and unlimited "piggyback" registration
rights in connection with proposed registered sales of shares by Henkel.

                  In connection with its consideration of a repurchase of shares
of Common Stock, Clorox determined that it did not desire to have its
repurchases result in Henkel's overall ownership percentage becoming greater
than 30%. Accordingly, Clorox requested that Henkel agree to sell shares of
Common Stock back to Clorox as part of the repurchase program. On July 16, 2003,
Clorox and HCI entered into a Share Repurchase Agreement (the "Share Repurchase
Agreement") providing the terms and conditions of Henkel's participation in
Clorox's repurchase program. The Share Repurchase Agreement is attached as
Exhibit 13 hereto and is incorporated herein by reference. The summary contained
in this Amendment of certain provisions of the Share Repurchase Agreement is not
intended to be complete and is qualified in its entirety by reference to the
Share Repurchase Agreement.

                  The Share Repurchase Agreement is designed so that HCI will
generally maintain its current ownership level in Clorox by participating on a
proportionate basis with all other shareholders, selling its pro rata portion of
shares back to Clorox at the same general price as all other shareholders have
sold their shares during the relevant period, except to the extent that, due to
certain issuances by Clorox, such sales would result in a diminution in HCI's
ownership interest in Clorox.

                  Specifically, pursuant to the Share Repurchase Agreement,
Clorox will purchase from HCI shares of Common Stock on each of December 15,
2003, June 15, 2004, December 15, 2004 and June 15, 2005. The purchases will be
of Common Stock having an aggregate value of up to the following amounts: $50
million on each of December 15, 2003 and June 15, 2004; and $65 million on each
of December 15, 2005 and June 15, 2005. The number of shares to be sold, and the
price per share, will be determined based upon the repurchases Clorox is able to
make in the market from holders other than Henkel during the six-month period
prior to the seventh business day before the applicable purchase from Henkel
(from July 16, 2003 to the date eight business days before December 15, 2003, in
the case of the first period). The price at which HCI will sell its shares shall
be the weighted average price per share paid by Clorox for repurchases during
the calculation period between a minimum established by HCI and a maximum
established by Clorox. The number of shares to be purchased from HCI at any
purchase date will be reduced to the extent that a purchase of the full amount
set out above would exceed HCI's proportionate share of Clorox's repurchases
during that calculation period (based on the ownership percentage of HCI at the
start of the calculation period), and will also be reduced, if Clorox has issued
shares during the relevant calculation period (other than pursuant to employee
or director compensation plans), to the extent necessary so that the purchase
from HCI will not reduce its percentage interest in the Company from what it was
at the beginning of the calculation period. To the extent the amounts purchased
from HCI are reduced in any particular calculation period as a result of these
adjustments, Clorox has the ability to increase the size of its repurchase
program for the next period and to purchase from Henkel an amount of Common
Stock that is increased from the amount set forth above by the amount of the
shortfall, and Clorox is also entitled to increase the amount of its purchases
on any purchase date by up to $15 million, in each case as long as Clorox has
increased its repurchases from holders other than HCI so that the number of
shares purchased from HCI does not exceed its proportionate share based on its
ownership level at the start of the calculation period. Pursuant to the Share
Repurchase Agreement, however, the purchases from HCI shall not exceed an
aggregate of $255 million over the course of the repurchase program.

                  Pursuant to the Share Repurchase Agreement, if Clorox issues
shares of Common Stock other than pursuant to employee or director compensation
plans during the period from July 16, 2003 through December 15, 2005 (or, if the
Share Repurchase Agreement is terminated early, the date six months after the
last purchase from HCI) and HCI's ownership interest would be less than 29.4% of
the then outstanding Common Stock as a result, HCI has the ability to cancel
purchases (and unwind the transactions) with respect to the lesser of the number
of shares needed to return HCI to a 29.4% ownership level and the number of
shares it sold under the Share Repurchase Agreement.

                  The Share Repurchase Agreement will terminate on January 31,
2006, unless previously terminated. Either party may terminate the agreement on
thirty days' notice or if there is a change of control (as defined in the Share
Repurchase Agreement) of Clorox. Clorox may also terminate the Share Repurchase
Agreement if the Clorox board determines to proceed with a cash acquisition or
capital appropriation or expenditure program involving the expenditure of more
than $500 million in any twelve-month period.

                  Henkel intends to continue to review its investment in Common
Stock from time to time and, depending upon certain factors, including without
limitation the financial performance of Clorox, the availability and price of
shares of Common Stock on the open market, Henkel's overall relationship with
Clorox and other general market and investment conditions, Henkel may determine
to acquire through open market purchases or otherwise additional shares of
Common Stock, or, based upon such factors, to sell shares of Common Stock, from
time to time, in each case to the extent permitted under the Agreements, the
Share Repurchase Agreement and applicable law.

                  Except as set forth herein, Henkel has no current plans or
proposals that relate to or would result in any of the actions or events
enumerated in clauses (a) through (j) of Item 4 of Schedule 13D, as promulgated
by the Securities and Exchange Commission.

Item 5.           Interest in Securities of the Issuer.

                  (a)-(b) At the date hereof, HCI beneficially owns 62,845,700
shares of Common Stock, representing approximately 29.4% of the 213,747,675
shares of Common Stock represented by the Company in the Share Repurchase
Agreement to be outstanding at July 16, 2003. By virtue of its indirect
ownership of 100% of HCI, KGaA may be deemed also to beneficially own these
shares. HCI and KGaA may be deemed to share the power to vote and the power to
dispose of the shares of Common Stock beneficially owned by them.

                  At the date hereof, Mr. Christoph Henkel (Vice Chairman of the
Shareholders' Committee and a director of Clorox) is the beneficial owner (with
sole voting and dispositive power) of 16,000 shares of Common Stock, 15,000 of
which may be acquired upon the exercise of stock options. At the date hereof,
Dr. Klaus Morwind (member of the Board of Management of KGaA and a director of
Clorox) is the beneficial owner (with sole voting and dispositive power) of
25,200 shares of Common Stock, 25,000 of which may be acquired upon exercise of
stock options. Each of KGaA and HCI disclaims beneficial ownership of all shares
of Common Stock described in this paragraph, which shares of Common Stock, in
the aggregate, constitute less than 0.1% of the number of outstanding shares of
Common Stock.

                  At the date hereof, except as stated herein, neither KGaA nor
HCI nor, to the best of their knowledge, Henkel of America, Inc., Henkel
Corporation or any of the other persons listed on Annex I hereto beneficially
owns any shares of Common Stock (other than shares of Common Stock beneficially
owned by HCI or KGaA of which one or more of such other persons may be deemed to
have beneficial ownership pursuant to Rule 13d-3 of the Exchange Act).

                  (c) No transactions in shares of Common Stock were effected
during the past 60 days by KGaA or HCI or, to the best of their knowledge, by
Henkel of America, Inc., Henkel Corporation or any of the other persons listed
on Annex I hereto.

                  (d) - (e) Not applicable.

Item 6.           Contracts, Arrangements, Understandings or Relationships with
                  Respect to Securities of the Issuer.

                  As described in Item 4 above, KGaA is a party to the
Agreements and HCI is a party to the Share Repurchase Agreement, each of which
contain certain provisions with respect to the Common Stock.

                  Except as stated herein, neither KGaA nor HCI nor, to the best
of their knowledge, Henkel Corporation, Henkel of America, Inc. or any of the
other persons listed on Annex I hereto has any contract, arrangement,
understanding or relationship with any person with respect to any Clorox
securities.

Item 7.           Material to be Filed as Exhibits.

Exhibit 1             1974 Agreement between Henkel and Clorox (previously filed
                      as an Exhibit to Amendment No. 10 to the Schedule 13D)

Exhibit 2             1978 Agreement between Henkel and Clorox (previously filed
                      as an Exhibit to Amendment No. 10 to the Schedule 13D)

Exhibit 3             1981 Agreement between Henkel and Clorox (previously filed
                      as an Exhibit to Amendment No. 10 to the Schedule 13D)

Exhibit 4             Letter of Intent between Henkel and Clorox (previously
                      filed as an Exhibit to Amendment No. 10 to the Schedule
                      13D)

Exhibit 5             Purchase Agreement between Henkel and Clorox (previously
                      filed as an Exhibit to Amendment No. 11 to the Schedule
                      13D)

Exhibit 6             Purchases of shares of Common Stock from September 24,
                      1981 through March 30, 1984 (previously filed as an
                      Exhibit to Amendment No. 12 to the Schedule 13D)

Exhibit 7             1986 Agreement between Henkel and Clorox (previously filed
                      as an Exhibit to Amendment No. 13 to the Schedule 13D)

Exhibit 8             1987 Agreement between Henkel and Clorox (previously filed
                      as an Exhibit to Amendment No. 14 to the Schedule 13D)

Exhibit 9             Purchases of shares of Common Stock from April 1, 1984
                      through March 15, 1988 (previously filed as an Exhibit to
                      Amendment No. 15 to the Schedule 13D)

Exhibit 10            Purchases of shares of Common Stock from March 16, 1988
                      through June 15, 1988 (previously filed as an Exhibit to
                      Amendment No. 16 to the Schedule 13D)

Exhibit 11            Purchases of shares of Common Stock from June 16, 1988
                      through August 1, 1988 (previously filed as an Exhibit to
                      Amendment No. 17 to the Schedule 13D)

Exhibit 12            Purchases of shares of Common Stock from August 2, 1988
                      through October 30, 1990 (previously filed as an Exhibit
                      to Amendment No. 18 to the Schedule 13D)

Exhibit 13            Share Repurchase Agreement between HCI and Clorox dated
                      July 16, 2003 (1)


- --------------
(1)  Portions of this exhibit have been omitted pursuant to a request for
     confidential treatment and filed with the Securities and Exchange
     Commission under 17 C.F.R. 200.80(b).

<PAGE>

                                    Signature

                  After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.

Dated:  July 17, 2003
                                           Henkel KGaA



                                           By: /s/ Dr. Joachim Jackle
                                               ---------------------------------
                                               Dr. Joachim Jackle
                                               Vice President, Corporate Finance



                                           By: /s/ Andreas Graf von Bernstoff
                                               ---------------------------------
                                               Andreas Graf von Bernstoff
                                               Senior Corporate Counsel


                                           HC Investments, Inc.



                                           By: /s/ James E. Ripka
                                               ---------------------------------
                                               Mr. James E. Ripka
                                               Chairman and President

<PAGE>

                                                                         Annex I

                 Officers and Directors of HC Investments, Inc.
                 ----------------------------------------------

         The following table sets forth the name, business address, position
with HCI and present principal occupation of each director and executive officer
of HCI. Each individual listed below is a citizen of the United States.

                                            Position with HCI and Present
Name and Address                          Principal Occupation or Employment
- ----------------                          ----------------------------------

Mr. James E. Ripka                Vice President and Treasurer of Henkel
Henkel Corporation                Corporation; Director, Chairman of the Board
The Triad, Suite 200              of Directors and President of HCI
2200 Renaissance Boulevard
Gulph Mills, PA  19406

Mr. Kenneth R. Pina               Senior Vice President, Chief Legal Officer and
Henkel Corporation                Secretary of Henkel Corporation; Secretary of
The Triad, Suite 200              HCI
2200 Renaissance Boulevard
Gulph Mills, PA  19406

Mr. Brian Friend                  Director of Tax of Henkel Corporation;
Henkel Corporation                Director and Vice President, Tax of HCI
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA  19406


Mr. Larry Stephenson              Manager, Tax Planning of Henkel Corporation;
Henkel Corporation                Director and Vice President, Finance of HCI
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA  19406

Mr. Daniel J. Corcoran            Manager, Pension Investments and Trust
Henkel Corporation                Administration
The Triad, Suite 200
2200 Renaissance Boulevard
Gulph Mills, PA  19406

Mr. Adam R. Vogelsong             Account Manager, Corporate, Financial Services
Wilmington Trust Company          Department, Wilmington Trust Company;
1105 North Market Street          Director and Assistant Treasurer of HCI
Suite 1300
Wilmington, DE  19899

Mr. Gregory Gaglione              Associate General Counsel and Assistant
Henkel Corporation                Secretary of Henkel Corporation; Assistant
The Triad, Suite 200              Secretary of HCI
2200 Renaissance Boulevard
Gulph Mills, PA  19406

<PAGE>

                      Officers and Directors of Henkel KGaA


         The following table sets forth the name, business address (except as
noted), position with KGaA and present principal occupation of each director,
executive officer and controlling person of KGaA. Each individual listed below
is a citizen of Germany, except Mr. Linder and Dr. Morwind, who are citizens of
the Republic of Austria, and Mr. Vuursteen, who is a citizen of The Netherlands.

<TABLE>
Name and Address                          Present Principal Occupation or Employment
- ----------------                          ------------------------------------------

Supervisory Board:

<S>                                       <C>
Mr. Albrecht Woeste                       Private Investor, Chairman of the Supervisory Board and
Henkelstra(beta)e 67                      Chairman of the Shareholders' Committee of KGaA
40589 Dusseldorf
Germany

Mr. Winfried Zander                       Chairman of the Works Council of KGaA and
Henkelstra(beta)e 67                      Vice Chairman of the Supervisory Board
40589 Dusseldorf
Germany

Dr. Simone Bagel-Trah                     Private Investor
Beethovenstra(beta)e 62
53115 Bonn
Germany

Mr. Hans Dietrichs                        Chairman of the Works Council of Henkel
Ziegeleistra(beta)e 56                    Genthin GmbH
39307 Genthin
Germany

Mr. Benedikt-Joachim Freiherr von Herman  Forester
Obere Dorfstra(beta)e 1
88489 Wain
Germany

Mr. Bernd Hinz                            Vice Chairman of the Works Council of KGaA
Rheinstra(beta)e 48
51371 Leverkusen
Germany

Prof. Dr. Dr. h.c. Heribert Meffert       Professor at the University of Munster and former
Potstiege 56                              Director of the Institute for Marketing, Chairman of
48161 Munster                             the Executive Board of the Bertelsmann Foundation,
Germany                                   Munster

Prof. Dr. Dr. h.c. Heinz Riesenhuber      Member of Parliament, Former Federal Minister for
Bundesforschungsminister a.D.             Research and Technology
Deutscher Bundestag
Platz der Republik 1
11011 Berlin
Germany

Mr. Heinrich Thorbecke                    Private Banker
Wolfgangweg 17
CH-9014 St. Gallen
Switzerland

Mr. Michael Vassiliadis                   Executive Secretary of IG Bergbau, Chemie, Energie
Konigsworther Platz 6                     (German Mining, Chemicals and Energy Trade Union)
30167 Hannover
Germany

Mr. Bernhard Walter                       Former Speaker of the Board of Managing Directors of
c/o Dresdner Bank AG                      Dresdner Bank AG
60301 Frankfurt
Germany

Mr. Jurgen Walter                         Member of the Executive Committee of IG
Bergbau, c/o IG Bergbau, Chemie, Energie  Chemie, Energie (German Mining, Chemicals and Energy
Konigsworther Platz 6                     Trade Union)
30167 Hannover
Germany

Mrs. Brigitte Weber                       Member of the Works Council of KGaA
Pestalozzistra(beta)e 12
40764 Langenfeld
Germany

Dr. Anneliese Wilsch-Irrgang              Chemist, Representative of the Senior Staff of KGaA
Flotowstra(beta)e 2a
40593 Dusseldorf
Germany

Mr. Rolf Zimmermann                       Member of the Works Council of KGaA
Halbuschstra(beta)e 122
40591 Dusseldorf
Germany

Mr. Werner Wenning                        Chairman of the Board of Management of Bayer AG
c/o Bayer AG
51368 Leverkusen

Board of Management:

Prof. Dr. Ulrich Lehner                   President and Chief Executive Officer of KGaA
Henkelstra(beta)e 67
40589 Dusseldorf
Germany

Dr. Jochen Krautter                       Executive Vice President-Technologies of KGaA
Henkelstra(beta)e 67
40589 Dusseldorf
Germany

Mr. Alois Linder                          Executive Vice President-Consumer and Craftsmen
Henkelstra(beta)e 67                      Adhesives of KGaA
40589 Dusseldorf
Germany

Dr. Klaus Morwind                         Executive Vice President-Laundry & Home Care of KGaA
Henkelstra(beta)e 67
40589 Dusseldorf
Germany

Prof. Dr. Uwe Specht                      Executive Vice President- Cosmetics/Toiletries
Henkelstra(beta)e 67                      of KGaA
40589 Dusseldorf
Germany

Dr. Lothar Steinebach                     Executive Vice President-Finance of KGaA
Henkelstra(beta)e 67
40589 Dusseldorf
Germany

Mr. Knut Weinke                           Executive Vice President-Human Resources/Logistics
Henkelstra(beta)e 67                      of KGaA
40589 Dusseldorf
Germany

Shareholders' Committee:

Mr. Albrecht Woeste                       Private Investor, Chairman of the Supervisory
Henkelstra(beta)e 67                      Board and Chairman of the Shareholders'
40589 Dusseldorf                          Committee of KGaA
Germany

Christoph Henkel                          Private Investor; Vice Chairman of the Shareholders'
Henkelstra(beta)e 67                      Committee of KGaA
40589 Dusseldorf
Germany

Dr. Jurgen Manchot                        Private Investor; Vice Chairman of the Shareholders'
Henkelstra(beta)e 67                      Committee of KGaA
40589 Dusseldorf
Germany

Dr. Paul Achleitner                       Member of the Board of Allianz AG
Konigsstra(beta)e 28
80802 Munchen
Germany

Mr. Stefan Hamelmann                      Private Investor
Hebbelstra(beta)e 13
40237 Dusseldorf
Germany

Dr. h.c. Ulrich Hartmann                  Chairman of Management Board of E.ON
Bennigsenplatz 1                          AG
40474 Dusseldorf
Germany

Mr. Burkhard Schmidt                      Managing Director of Jahr Vermogensverwaltung GmbH &
Stubbenhuk 7                              Co KG
20459 Hamburg
Germany

Karel Vuursteen                           Former Chairman of the Board of Management of Heineken
Dijsselhofplantsoen 10                    Holding N.V.
NL-1077 BL Amsterdam
The Netherlands

Dr. Hans-Dietrich Winkhaus                Former President and Chief Executive
Henkelstra(beta)e 67                      Officer of KGaA
40589 Dusseldorf
Germany

Konstantin von Unger                      Founding Partner, Blue Corporate Finance, London
45 Holland Park
London W11 3RP
Great Britain
</TABLE>

<PAGE>
                                  Exhibit Index

Exhibit 1      1974 Agreement between Henkel and Clorox (previously filed as an
               Exhibit to Amendment No. 10 to the Schedule 13D)

Exhibit 2      1978 Agreement between Henkel and Clorox (previously filed as an
               Exhibit to Amendment No. 10 to the Schedule 13D)

Exhibit 3      1981 Agreement between Henkel and Clorox (previously filed as an
               Exhibit to Amendment No. 10 to the Schedule 13D)

Exhibit 4      Letter of Intent between Henkel and Clorox (previously filed as
               an Exhibit to Amendment No. 10 to the Schedule 13D)

Exhibit 5      Purchase Agreement between Henkel and Clorox (previously filed as
               an Exhibit to Amendment No. 11 to the Schedule 13D)

Exhibit 6      Purchases of shares of Common Stock from September 24, 1981
               through March 30, 1984 (previously filed as an Exhibit to
               Amendment No. 12 to the Schedule 13D)

Exhibit 7      1986 Agreement between Henkel and Clorox (previously filed as an
               Exhibit to Amendment No. 13 to the Schedule 13D)

Exhibit 8      1987 Agreement between Henkel and Clorox  (previously filed as an
               Exhibit to Amendment No. 14 to the Schedule 13D)

Exhibit 9      Purchases of shares of Common Stock from April 1, 1984 through
               March 15, 1988 (previously filed as an Exhibit to Amendment No.
               15 to the Schedule 13D)

Exhibit 10     Purchases of shares of Common Stock from March 16, 1988 through
               June 15, 1988 (previously filed as an Exhibit to Amendment No. 16
               to the Schedule 13D)

Exhibit 11     Purchases of shares of Common Stock from June 16, 1988 through
               August 1, 1988 (previously filed as an Exhibit to Amendment No.
               17 to the Schedule 13D)

Exhibit 12     Purchases of shares of Common Stock from August 2, 1988 through
               October 30, 1990 (previously filed as an Exhibit to Amendment No.
               18 to the Schedule 13D)

Exhibit 13     Share Repurchase Agreement between HCI and Clorox dated July 16,
               2003(2)

- --------------
(2) Portions of this exhibit have been omitted pursuant to a request for
confidential treatment and filed with the Securities and Exchange Commission
under 17 C.F.R. 200.80(b).




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>3
<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
       ----------------------------                  --------------------------

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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