


                            STOCKHOLDER AGREEMENT

                    STOCKHOLDER AGREEMENT (this "Agreement"), dated
          as of November 26, 1996, by and among The Clorox Company,
          a Delaware corporation ("Purchaser"), Shield Acquisition
          Corporation, a Delaware corporation and a wholly owned
          subsidiary of Purchaser ("Sub"), and McKesson
          Corporation, a Delaware corporation ("Stockholder").

                    WHEREAS, Stockholder is, as of the date hereof,
          the record and beneficial owner of 11,624,900 shares of
          common stock, par value $0.01 per share (the "Common
          Stock") of Armor All Products Corporation, a Delaware
          corporation (the "Company"); and

                    WHEREAS, Purchaser, Sub and the Company
          concurrently herewith are entering into an Agreement and
          Plan of Merger, dated as of the date hereof (the "Merger
          Agreement"), which provides, among other things, for the
          acquisition of the Company by Purchaser by means of a
          cash tender offer (the "Offer") for any and all of the
          outstanding shares of Common Stock and for the subsequent
          merger (the "Merger") of Sub with and into the Company
          upon the terms and subject to the conditions set forth in
          the Merger Agreement; and

                    WHEREAS, Stockholder and the Company are
          parties to a Services Agreement dated as of July 1, 1986
          between the Company and Stockholder, as amended through
          April 1, 1996 (the "Services Agreement"), under which
          Stockholder provides certain corporate support, employee
          benefit and other services to the Company and a Tax
          Allocation Agreement dated as of July 1, 1986 whereby,
          among other things, Stockholder was permitted to file
          consolidated income tax returns in which the Company was
          included for certain tax years of the Company (the "Tax
          Allocation Agreement"); and 

                    WHEREAS, certain employees of the Company are
          participants in Plans (as that term is defined in the
          Merger Agreement) maintained by Stockholder for the
          benefit of such employees and identified in the Merger
          Agreement (the "Stockholder Plans");

                    WHEREAS, as a condition to the willingness of
          Purchaser and Sub to enter into the Merger Agreement, and
          in order to induce Purchaser and Sub to enter into the
          Merger Agreement, Stockholder has agreed, to enter into
          this Agreement.

                    NOW, THEREFORE, in consideration of the
          execution and delivery by Purchaser and Sub of the Merger
          Agreement and the foregoing and the mutual
          representations, warranties, covenants and agreements set
          forth herein and therein, and other good and valuable
          consideration, the receipt and sufficiency of which are
          hereby acknowledged, the parties hereto agree as follows:

                    SECTION 1.  Representations and Warranties of
          Stockholder.  Stockholder hereby represents and warrants
          to Purchaser and Sub as follows:

                         (a)  Stockholder is the record and
          beneficial owner of 11,624,900 shares of Common Stock (as
          may be adjusted from time to time pursuant to Section 6
          hereof the "Shares"), of which 6,939,759 shares (the
          "Exchange Shares") are deposited with The First National
          Bank of Chicago ("FNB"), as Exchange Agent, pursuant to
          that certain Exchange Agent Agreement, dated as of March
          14, 1994, between Stockholder and FNB, as Exchange Agent
          (the "Exchange Agent Agreement"), and that certain
          Indenture, dated March 14, 1994, between Stockholder and
          FNB, as Trustee (the "Indenture").

                         (b)  Stockholder is a corporation duly
          organized, validly existing and in good standing under
          the laws of Delaware, has all requisite corporate power
          and authority to execute and deliver this Agreement and
          to consummate the transactions contemplated hereby, and
          has taken all necessary corporate action to authorize the
          execution, delivery and performance of this Agreement.

                         (c)  This Agreement has been duly
          authorized, executed and delivered by Stockholder and
          constitutes the legal, valid and binding obligation of
          Stockholder, enforceable against Stockholder in
          accordance with its terms, except (i) as limited by
          applicable bankruptcy, insolvency, reorganization,
          moratorium and other laws of general application
          affecting enforcement of creditors' rights generally, and
          (ii) the availability of the remedy of specific
          performance or injunctive or other forms of equitable
          relief may be subject to equitable defenses and would be
          subject to the discretion of the court before which any
          proceeding therefor may be brought. 

                         (d)  Neither the execution and delivery of
          this Agreement nor the consummation by Stockholder of the
          transactions contemplated hereby will result in a
          violation of, or a default under, or conflict with, any
          contract, trust, commitment, agreement, understanding,
          arrangement or restriction of any kind to which
          Stockholder is a party or bound or to which the Shares
          are subject.  To the best of Stockholder's knowledge,
          consummation by Stockholder of the transactions
          contemplated hereby will not violate, or require any
          consent, approval, or notice under, any provision of any
          judgment, order, decree, statute, law, rule or regulation
          applicable to Stockholder or the Shares, except for any
          necessary filing under the Hart-Scott-Rodino Antitrust
          Improvements Act of 1976, as amended (the "HSR Act"), or
          state takeover laws.

                         (e)  The Shares and the certificates
          representing Shares are now and at all times during the
          term hereof will be held by Stockholder, or by a nominee
          or custodian for the benefit of Stockholder, free and
          clear of all liens, claims, security interests, proxies,
          voting trusts or agreements, understandings or
          arrangements or any other encumbrances whatsoever, except
          for (i) the Exchange Shares, which are subject to the
          terms and provisions of the Indenture and the Exchange
          Agent Agreement providing for the exchange of Debentures
          (as defined in the Indenture) for the Exchange Shares by
          the holders of Debentures upon the circumstances and
          subject to the terms set forth therein, and (ii) any such
          encumbrances or proxies arising hereunder.

                         (f)  Except as set forth in the Company
          Disclosure Letter of the Merger Agreement, the
          representations and warranties of the Company in Section
          4.10 of the Merger Agreement, to the extent that they
          relate to any Stockholder Plan, are true and accurate as
          of the date of this Agreement.

                    SECTION 2.  Representations and Warranties of
          Purchaser and Sub.  Each of Purchaser and Sub hereby,
          jointly and severally, represents and warrants to
          Stockholder as follows:

                         (a)  Each of Purchaser and Sub is a
          corporation duly organized, validly existing and in good
          standing under the laws of the jurisdiction of its
          incorporation, has all requisite corporate power and
          authority to execute and deliver this Agreement and to
          consummate the transactions contemplated hereby, and has
          taken all necessary corporate action to authorize the
          execution, delivery and performance of this Agreement.

                         (b)  This Agreement has been duly
          authorized, executed and delivered by each of Purchaser
          and Sub and constitutes the legal, valid and binding
          obligation of each of Purchaser and Sub, enforceable
          against each of them in accordance with its terms, except
          (i) as limited by applicable bankruptcy, insolvency,
          reorganization, moratorium and other laws of general
          application affecting enforcement of creditors' rights
          generally and (ii) the availability of the remedy of
          specific performance or injunctive or other forms of
          equitable relief may be subject to equitable defenses and
          would be subject to the discretion of the court before
          which any proceeding therefor may be brought. 

                         (c)  Neither the execution and delivery of
          this Agreement nor the consummation by each of Purchaser
          and Sub of the transactions contemplated hereby will
          result in a violation of, or a default under, or conflict
          with, any contract, trust, commitment, agreement,
          understanding, arrangement or restriction of any kind to
          which each of Purchaser and Sub is a party or bound.  To
          the best knowledge of each of Purchaser and Sub,
          consummation by each of Purchaser and Sub of the
          transactions contemplated hereby will not violate, or
          require any consent, approval, or notice under, any
          provision of any judgment, order, decree, statute, law,
          rule or regulation applicable to each of Purchaser and
          Sub except for any necessary filing under the HSR Act or
          state takeover laws.

                    SECTION 3.  Purchase and Sale of Shares. 
          Stockholder hereby agrees that it shall, and direct the
          Exchange Agent pursuant to Section 15.8 of the Indenture
          and pursuant to the Exchange Agent Agreement to, tender
          the Shares into the Offer and that it shall not, nor
          direct the Exchange Agent to, withdraw any Shares so
          tendered.  Sub hereby agrees to purchase all the Shares
          so tendered at a price per Share equal to $19.09 or such
          higher price per Share as may be offered by Sub in the
          Offer; provided that Sub's obligation to accept for
          payment and pay for the Shares in the Offer is subject to
          all the terms and conditions of the Offer set forth in
          the Merger Agreement and Annex A thereto.  Simultaneously
          with or prior to its tender of the Shares into the Offer
          Stockholder shall deliver to Sub an affidavit stating,
          under penalty of perjury, the Seller's U.S. taxpayer
          identification number and that the Stockholder is not a
          foreign person, pursuant to Section 1445(b)(2) of the
          Internal Revenue Code of 1986, as amended.

                    SECTION 4.  Transfer of Shares.  Prior to the
          termination of this Agreement, except as otherwise
          provided herein and in the Indenture and the Exchange
          Agent Agreement, Stockholder shall not: (i) transfer
          (which term shall include, without limitation, for the
          purposes of this Agreement, any sale, gift, pledge or
          other disposition), or consent to any transfer of, any or
          all of the Shares or any interest therein; (ii) enter
          into any contract, option or other agreement or
          understanding with respect to any transfer of any or all
          of the Shares or any interest therein; (iii) grant any
          proxy, power-of-attorney or other authorization or
          consent in or with respect to the Shares; (iv) deposit
          the Shares into a voting trust or enter into a voting
          agreement or arrangement with respect to the Shares; or
          (v) take any other action that would in any way restrict,
          limit or interfere with the performance of its
          obligations hereunder or the transactions contemplated
          hereby.

                    SECTION 5.  Grant of Irrevocable Proxy;
          Appointment of Proxy.

                         (a)  Stockholder hereby irrevocably grants
          to, and appoints, Purchaser and any nominee thereof,
          Stockholder's proxy and attorney-in-fact (with full power
          of substitution), for and in the name, place and stead of
          Stockholder, to vote the Shares, or grant a consent or
          approval in respect of the Shares, in connection with any
          meeting of the stockholders of the Company (i) in favor
          of the Merger, and (ii) against any action or agreement
          which would impede, interfere with or prevent the Merger,
          including any other extraordinary corporate transaction,
          such as a merger, reorganization or liquidation involving
          the Company and a third party or any other proposal of a
          third party to acquire the Company.  

                         (b)  Stockholder represents that any
          proxies heretofore given in respect of the Shares are not
          irrevocable, and that such proxies are hereby revoked.

                         (c)  Stockholder hereby affirms that the
          irrevocable proxy set forth in this Section 5 is given in
          connection with the execution of the Merger Agreement,
          and that such irrevocable proxy is given to secure the
          performance of the duties of Stockholder under this
          Agreement.  Stockholder hereby further affirms that the
          irrevocable proxy is coupled with an interest and, except
          as set forth in Section 8 hereof, is intended to be
          irrevocable in accordance with the provisions of Section
          212(e) of the Delaware General Corporation Law (the
          "DGCL").

                    SECTION 6.  Certain Events.  In the event of
          any stock split, stock dividend, merger, reorganization,
          recapitalization or other change in the capital structure
          of the Company affecting the Common Stock, or the
          acquisition of additional shares of Common Stock or other
          securities or rights of the Company by Stockholder, the
          number of Shares shall be adjusted appropriately, and
          this Agreement and the obligations hereunder shall attach
          to any additional shares of Common Stock or other
          securities or rights of the Company issued to or acquired
          by Stockholder.

                    SECTION 7.  Further Assurances.  Stockholder
          shall, upon request of Purchaser or Sub, execute and
          deliver any additional documents and take such further
          actions as may reasonably be deemed by Purchaser or Sub
          to be necessary or desirable to carry out the provisions
          hereof and to vest the power to vote the Shares as
          contemplated by Section 5 hereof in Purchaser.

                    SECTION 8.  Covenants. 

                         (a)  At the Effective Time Sub shall
          transfer to Stockholder (i) $265,000 as a contribution to
          the ESOP and PSIP plans maintained by Stockholder and
          (ii) an additional amount not to exceed $130,000
          reasonably determined by Stockholder in accordance with
          past practice, representing a quarterly contribution to
          Stockholder's Retirement Plan in respect of the 1996 plan
          year in full satisfaction of all obligations of the
          Company to contribute to such Stockholder Plans, which
          exclude all plans sponsored or maintained solely by the
          Company (the "Contribution Obligation").  Stockholder
          shall cause an amount equal to such contribution to be
          distributed to, or for the benefit of, employees of the
          Company and the Subsidiaries in accordance with the
          provisions of such Stockholder Plans.

                         (b)  Stockholder shall pay all expenses
          for any medical, dental, disability or life insurance
          claim incurred by or on behalf of any current or former
          employee of the Company or the Subsidiaries prior to the
          Effective Time whether or not such claim is submitted or
          paid prior to the Effective Time.  Stockholder will
          continue to provide benefits under its retiree medical
          plan to those persons receiving benefits at the Effective
          Time.

                         (c)  From and after the date hereof to the
          Effective Time, Stockholder shall not, and shall not
          permit the Company to, make any elections, or change any
          existing elections, with respect to Taxes (as that term
          is defined in the Merger Agreement), without the prior
          written consent of Purchaser.

                         (d)  From and after the date that Sub
          shall have purchased and paid for all of the Shares of
          Stockholder pursuant to Section 3 hereof, Stockholder
          shall make available to Purchaser any and all records and
          other materials in Stockholder's possession or control
          that relate to any of the Company's filings or returns
          relating to Taxes, Tax audits affecting the Company, or
          any other records relating to Taxes of the Company or for
          which the Company may be responsible.

                         (e)  Stockholder shall continue to
          reimburse the Company for any foregone federal tax
          deductions relating to state income or franchise taxes
          for any period ending on or before the Effective Time
          during which the Company was part of a California unitary
          tax filing with Stockholder or any Affiliate of
          Stockholder.

                         (f)  At or prior to the Effective Time,
          Stockholder shall enter into an amendment to the Services
          Agreement pursuant to which Stockholder shall provide to
          the Company consultation services with respect to legal,
          tax, personnel, information systems, risk management and
          insurance matters relating to the Company on terms and
          conditions no less favorable to the Company than provided
          in the Services Agreement prior to such amendment for a
          period not to exceed six months after the Effective Time;
          provided, however, that such consultation services shall
          be provided to the Company at an hourly rate of $135, and
          expenses and third party costs incurred in providing such
          consultation services shall be approved prior to such
          incurrence.

                    SECTION 9.  Indemnification.  From and after
          the Closing Date, Stockholder shall protect, defend,
          indemnify and hold harmless Purchaser and Company from
          any claims, liabilities, costs or expenses arising out of
          (i) any breach or inaccuracy of the representation set
          forth in Section 1(f) of this Agreement and (ii) all
          Taxes (including without limitation any obligation to
          contribute to the payment of any Taxes determined on a
          consolidated, combined or unitary basis with respect to a
          group of corporations that includes or included the
          Company to the extent that such obligation to contribute
          exceeds an amount attributable to Taxes of or
          attributable to the Company or its Subsidiaries) which
          are imposed on the Stockholder or any member (other than
          the Company or its Subsidiaries) of the consolidated,
          unitary or combined group which includes or included the
          Company or its Subsidiaries that Purchaser or the Company
          or its Subsidiaries pay, or otherwise satisfy in whole or
          in part, or that result in liens or encumbrances on any
          assets of the Company or its Subsidiaries or Purchaser.

                    SECTION 10.  Termination.  This Agreement, and
          all rights and obligations of the parties hereunder,
          shall terminate immediately upon the earlier of (a) the
          date upon which the Merger Agreement is terminated in
          accordance with its terms (i) by either Purchaser and
          Sub, on the one hand, or the Company, on the other hand,
          or (ii) by mutual written consent of Purchaser, Sub and
          the Company, or (b) the date that Sub shall have
          purchased and paid for all of the Shares of Stockholder
          pursuant to Section 3 hereof; provided, however, that (A)
          the indemnification obligation set forth in clauses (i)
          and (ii) of Section 9 hereof shall survive for a period
          equal to (i) three years following the Effective Time and
          (ii) the applicable statute of limitations, respectively
          and (B) the covenants set forth in Section 8(a) through
          (e) shall survive without limitation and the covenant set
          forth in Section 8(f) shall survive for the period
          specified therein.  The proxy given pursuant to Section 5
          hereof shall be automatically revoked and be of no
          further force or effect, without further action on the
          part of any party hereto, immediately upon the
          termination of this Agreement.

                    SECTION 11.  Expenses.  All fees and expenses
          incurred by any one party hereto shall be borne by the
          party incurring such fees and expenses.

                    SECTION 12.  Public Announcements.  Each of
          Purchaser, Sub and the Company agrees that it will not
          issue any press release or otherwise make any public
          statement with respect to this Agreement or the
          transactions contemplated hereby without the prior
          consent of the other party, which consent shall not be
          unreasonably withheld or delayed; provided, however, that
          such disclosure can be made without obtaining such prior
          consent if (i) the disclosure is required by law or by
          obligations imposed pursuant to any listing agreement
          with the Nasdaq National Market and (ii) the party making
          such disclosure has first used its best efforts to
          consult with the other party about the form and substance
          of such disclosure.

                    SECTION 13.  Miscellaneous.

                         (a)  Capitalized terms used and not
          otherwise defined in this Agreement shall have the
          respective meanings assigned to such terms in the Merger
          Agreement.

                         (b)   All notices and other communications
          hereunder shall be in writing and shall be deemed given
          upon (i) transmitter s confirmation of a receipt of a
          facsimile transmission, (ii) confirmed delivery by a
          standard overnight carrier or when delivered by hand or
          (iii) the expiration of five business days after the day
          when mailed in the United States by certified or
          registered mail, postage prepaid, addressed at the
          following addresses (or at such other address for a party
          as shall be specified by like notice):

                         (A) if to Stockholder, to:

                              McKesson Corporation
                              One Post Street
                              37th Floor
                              San Francisco, California 94104
                              Telephone: (415) 983-8300
                              Facsimile: (415) 983-8826
                              Attention: General Counsel


                         with a copy to:

                              Skadden, Arps, Slate, Meagher 
                               & Flom LLP
                              919 Third Avenue
                              New York, New York 10022
                              Telephone:  (212) 735-3000
                              Facsimile:  (212) 735-2000
                              Attention:  Paul T. Schnell

                         and

                         (B)  if to Purchaser or Sub, to:

                              The Clorox Company
                              1221 Broadway
                              Oakland, California 94612
                              Telephone:     (510) 271-7700
                              Facsimile:     (510) 271-1652
                              Attention:     General Counsel

                         with a copy to:

                              Morrison & Foerster LLP
                              345 California Street
                              San Francisco, California 94104
                              Telephone:     (415) 677-7000     
                              Facsimile:     (415) 677-7522
                              Attention:     John W. Campbell

                         (c)  The headings contained in this
          Agreement are for reference purposes only and shall not
          affect in any way the meaning or interpretation of this
          Agreement.

                         (d)  This Agreement may be executed in two
          or more counterparts, each of which shall be deemed an
          original but all of which shall be considered one and the
          same agreement.

                         (e)  This Agreement (including the Merger
          Agreement and any other documents and instruments
          referred to herein) constitutes the entire agreement, and
          supersedes all prior agreements and understandings,
          whether written and oral, among the parties hereto with
          respect to the subject matter hereof.

                         (f)  This Agreement shall be governed by,
          and construed in accordance with, the laws of the State
          of Delaware without giving effect to the principles of
          conflicts of laws thereof.

                         (g)  Neither this Agreement nor any of the
          rights, interests or obligations hereunder shall be
          assigned by any of the parties hereto (whether by
          operation of law or otherwise) without the prior written
          consent of the other parties.  Subject to the preceding
          sentence, this Agreement will be binding upon, inure to
          the benefit of and be enforceable by, the parties and
          their respective successors and assigns, and the
          provisions of this Agreement are not intended to confer
          upon any person other than the parties hereto any rights
          or remedies hereunder.

                         (h)  If any term, provision, covenant or
          restriction herein is held by a court of competent
          jurisdiction or other authority to be invalid, void or
          unenforceable or against its regulatory policy, the
          remainder of the terms, provisions, covenants and
          restrictions of this Agreement shall remain in full force
          and effect and shall in no way be affected, impaired or
          invalidated.

                         (i)  Each of the parties hereto
          acknowledges and agrees that in the event of any breach
          of this Agreement, each non-breaching party would be
          irreparably and immediately harmed and could not be made
          whole by monetary damages.  It is accordingly agreed that
          the parties hereto (i) will waive, in any action for
          specific performance, the defense of adequacy of a remedy
          at law and (ii) shall be entitled, in addition to any
          other remedy to which they may be entitled at law or in
          equity, to compel specific performance of this Agreement
          in any action instituted in any state or federal court
          sitting in Orange County.  The parties hereto consent to
          personal jurisdiction in any such action brought in any
          state or federal court sitting in Orange County and to
          service of process upon it in the manner set forth in
          Section 11(b) hereof.

                         (j)  No amendment, modification or waiver
          in respect of this Agreement shall be effective against
          any party unless it shall be in writing and signed by
          such party.


                    IN WITNESS WHEREOF, Purchaser, Sub and
          Stockholder have caused this Agreement to be duly
          executed and delivered as of the date first written
          above.

                              THE CLOROX COMPANY

                              By________________________________
                                Name:
                                Title:

                              SHIELD ACQUISITION CORPORATION

                              By________________________________
                                Name:
                                Title:

                              MCKESSON CORPORATION

                              By________________________________
                                Name:
                                Title:


