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CONFIDENTIAL
 
October 10, 1996
 
The Clorox Company
1221 Broadway
Oakland, CA 94612-1888
 
Attention:  Steven S. Silberblatt
        Director of Business Development
 
Gentlemen:
 
    We understand that The Clorox Company desires to engage in certain
discussions with Armor All Products Corporation (the "Company"), and McKesson
Corporation ("McKesson"), a holder of a majority of the issued and outstanding
shares of capital stock of the Company, in order to evaluate a possible
transaction (the "Transaction") involving you, the Company and McKesson. You
have requested that we furnish you with certain information relating to the
Company which is nonpublic, confidential or proprietary in nature. All such
information (whether documentary, computerized or oral) furnished after the date
hereof by the Company or McKesson or their respective directors, officers,
employees, affiliates, representatives (including, without limitation, financial
advisors, attorneys and accountants) or agents (collectively, "our
Representatives") to you or your directors, officers, employees, affiliates,
representatives (including, without limitation, financial advisors, attorneys
and accountants) or agents (collectively, "your Representatives") and all
analyses, compilations, forecasts, studies, summaries, notes, data and other
documents and materials in whatever form maintained, whether prepared by you,
your Representatives or others, which contain or reflect, or are generated from,
any such information or which reflect your or your Representatives' review of,
or your interest in, the Transaction is hereinafter referred to as the
"Information." The term Information will not, however, include information which
(i) is currently known to you or is or becomes generally available to the public
other than as a result of a disclosure by you or your Representatives or (ii) is
or becomes available to you on a non-confidential basis from a source (other
than the Company, McKesson or our Representatives) that is not prohibited from
disclosing such information to you by a legal, contractual, fiduciary or other
obligation to the Company or McKesson.
 
    As a condition to, and in consideration of the Company and McKesson engaging
in further discussions with you and of the Company and McKesson providing you
with Information, you acknowledge and agree as follows:
 
        1.  You and your Representatives (i) will keep the Information
    confidential and will not (except as permitted by this Agreement or after
    compliance with paragraph 3 below or as required by applicable law,
    regulation or legal process), without our prior written consent, disclose
    any Information in any manner whatsoever, and (ii) will not use any
    Information other than in connection with your consideration of the
    Transaction. You further agree to disclose the Information only to your
    Representatives (a) who need to know the Information for the purpose of
    evaluating the Transaction, (b) who are informed by you of the confidential
    nature of the Information and (c) who agree to be bound by the terms of this
    agreement. You agree to cause your Representatives to observe the terms of
    this agreement and will be responsible for any breach of this agreement by
    any of your Representatives.
 
        2.  Except as may be required by law or as otherwise permitted by this
    agreement, without the prior written consent of the Company and McKesson,
    you and your Representatives will not disclose to any person any information
    regarding a possible Transaction or any information relating in any way
 
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    to the Information, including, without limitation (i) that any
    investigations, discussions or negotiations are taking or have taken place
    concerning a possible Transaction, including the status thereof or the
    termination of discussions or negotiations with the Company or McKesson,
    (ii) any of the terms, conditions or other facts with respect to any such
    possible Transaction or of your consideration of a possible Transaction or
    (iii) that this agreement exists, that Information exists or has been
    requested or made available or any opinion or view with respect to the
    Company, McKesson or the Information. In this regard, the Company and
    McKesson have advised you of their concern regarding the potential for harm
    to the Company and McKesson that could result from disclosure of the
    foregoing or of Information. The term 'person' as used herein will be
    interpreted broadly to include, without limitation, any corporation,
    company, entity, partnership, partner, group, individual, potential joint
    bidder or cobidder or source of financing. The Company and McKesson shall
    have a similar duty of confidentiality with respect to your interest and
    negotiations.
 
        3.  In the event that you or any of your Representatives are requested
    or required (by oral questions, interrogatories, requests for information or
    documents, subpoena, civil investigative demand, any informal or formal
    investigation by any government or governmental agency or authority or
    otherwise) to disclose any of the Information, you will notify the Company
    and McKesson promptly in writing so that we may seek a protective order or
    other appropriate remedy or, in our sole discretion, waive compliance with
    the terms of this agreement. You and your Representatives agree not to
    oppose any action by the Company and McKesson to obtain a protective order
    or other appropriate remedy is obtained. In the event that no such
    protective order or other remedy is obtained, or that the Company and
    McKesson waive compliance with the terms of this agreement, you and your
    Representatives will furnish only that portion of the Information which you
    are advised by counsel is legally required and will cooperate with the
    Company and McKesson to obtain reliable assurance that confidential
    treatment will be accorded the Information.
 
        4.  If you determine not to proceed with the Transaction, you will
    promptly inform McKesson and the Company. You acknowledge and agree that the
    Company and McKesson have made no decision to pursue any Transaction and you
    agree that the Company and McKesson will have the right in their sole
    discretion, without giving any reason therefor, at any time to terminate
    discussions with you concerning a possible Transaction, to elect not to
    pursue any such Transaction, or to pursue the Transaction without your
    involvement. You and your Representatives agree, immediately upon a request
    from McKesson, the Company or our Representatives, to return to the Company
    and McKesson all Information, and no copies, extracts or other reproductions
    of the Information shall be retained by you or your Representatives. Any
    portion of the Information that consists of analyses, compilations,
    forecasts, studies, summaries, notes, data or other documents or materials
    prepared by you or your Representatives, in lieu of being returned to the
    Company and McKesson, may be destroyed by you, to the extent that they
    reveal or reflect any Information, in which event one of your authorized
    officers shall provide certification to the Company and McKesson that such
    materials have in fact been so destroyed. However, one copy of the
    Information may be retained by your outside attorneys in a file to which
    access is restricted to them, to be used solely as a record of the
    Information that was disclosed to you. Any oral Information will continue to
    be subject to the provisions of this Agreement.
 
        5.  You and your Representatives acknowledge that none of the Company,
    McKesson nor their Representatives, nor any of their respective officers,
    directors, employees, agents or controlling persons within the meaning of
    Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
    Act"), makes any express or implied representation or warranty as to the
    accuracy or completeness of the Information. You and your Representatives
    agree that no such person will have any liability to you or any of your
    Representatives on any basis (including, without limitation, in contract,
    tort, under federal or state securities laws or otherwise), and neither you
    nor your Representatives will make any claims whatsoever against such
    persons, with respect to or arising out of the
 
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    Transaction, whether as a result of this agreement, any other written or
    oral expression with respect to the Transaction, your participation in
    evaluating the possible Transaction or the procedures therefor your review
    of the Company, the use of the Information by you or your Representatives,
    any errors therein or omissions from the Information, or otherwise. You and
    your Representatives further agree that you are not entitled to rely on the
    accuracy or completeness of the Information and that you will be entitled to
    rely solely on such representations and warranties as may be included in any
    definitive agreement with respect to the Transaction, subject to such
    limitations and restrictions as may be contained therein.
 
        6.  You are aware, and you will advise your Representatives who are
    informed of the matters that are the subject of this agreement, of the
    restrictions imposed by the United States securities laws on the purchase or
    sale of securities by any person who has received material, nonpublic
    information from the issuer of such securities and on the communication of
    such information to any other person.
 
        7.  You represent and warrant that as of the date hereof, neither you
    nor any of your subsidiaries beneficially owns any securities of McKesson or
    the Company. You agree that, for a period of three years from the date of
    this agreement, whether or not McKesson shall continue to own any voting
    securities of the Company, neither you nor any of your Representatives, on
    your behalf, will, unless and until such shall hereafter have been
    specifically invited in writing by the Company: (i) acquire, offer to
    acquire, or agree to acquire, directly or indirectly, by purchase or
    otherwise, any voting securities or direct or indirect rights to acquire any
    voting securities of the Company or any subsidiary thereof or (other than in
    the ordinary course of business) any assets of the Company or any subsidiary
    or division thereof, (ii) make, or in any way participate in, directly or
    indirectly, any "solicitation" of "proxies" (as such terms are used in the
    rules of the Securities and Exchange Commission) to vote, or seek to advise
    or influence any person or entity with respect to the voting of, any voting
    securities of the Company, (iii) make any public announcement with respect
    to, or submit a proposal for, or offer of (with or without conditions) any
    merger, consolidation, business combination, tender or exchange offer,
    restructuring, recapitalization or other extraordinary transaction of or
    involving the Company or any of its subsidiaries or its securities or
    assets, (iv) form, join or in any way participate in a "group" (as defined
    in Section 13(d)(3) of the Exchange Act) in connection with any voting
    securities of the Company, (v) otherwise act, alone or in concert with
    others, to seek to control or influence the management, Board of Directors
    or policies of the Company, or (vi) have any discussions or enter into any
    arrangements, understandings or agreements (whether written or oral) with,
    or advise, assist or encourage, any other persons in connection with any of
    the foregoing. You also agree that, for a period of three years from the
    date of this agreement, neither you nor any of your Representatives, on your
    behalf, will, unless and until such shall hereafter have been specifically
    invited in writing by McKesson: (i) acquire, offer to acquire, or agree to
    acquire, directly or indirectly, by purchase or otherwise, any voting
    securities or direct or indirect rights to acquire any voting securities of
    McKesson or any subsidiary thereof or (other than in the ordinary course of
    business) any assets of McKesson or any subsidiary or division thereof, (ii)
    make, or in any way participate in, directly or indirectly, any
    "solicitation" of "proxies" (as such terms are used in the rules of the
    Securities and Exchange Commission) to vote, or seek to advise or influence
    any person or entity with respect to the voting of, any voting securities of
    McKesson, (iii) make any public announcement with respect to, or submit a
    proposal for, or offer of (with or without conditions) any merger,
    consolidation, business combination, tender or exchange offer,
    restructuring, recapitalization or other extraordinary transaction of or
    involving McKesson or any of its subsidiaries or its securities or assets,
    (iv) form, join or in any way participate in a "group" (as defined in
    Section 13(d)(3) of the Exchange Act) in connection with any voting
    securities of McKesson, (v) otherwise act, alone or in concert with others,
    to seek to control or influence the management, Board of Directors or
    policies of McKesson, or (vi) have any discussions or enter into any
    arrangements, understandings or agreements (whether written or oral) with,
    or advise, assist or encourage, any other persons in connection with any of
    the foregoing. You and your Representatives, on your behalf, also agree
    during such period not to make
 
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    any proposal, statement or inquiry, or disclose any intention, plan or
    arrangement, whether written or oral, inconsistent with the foregoing, or
    request the Company or McKesson or any of their Representatives, directly or
    indirectly, to amend, waive or terminate any provision of this paragraph.
    You will promptly advise the Company or McKesson, as the case may be, of any
    inquiry or proposal made to you with respect to any of the foregoing,
    including the specifics thereof in reasonable detail. The representation and
    restrictions contained in this paragraph do not apply to any securities of
    McKesson or the Company that may be owned solely for investment purposes by
    any employee benefit plan which is presently maintained on behalf of your
    employees, or by any Representative on behalf of its employees, provided
    that said ownership does not exceed 1% of the total number of outstanding
    shares of any class of voting securities of the Company or McKesson. The
    representation and restrictions contained in this paragraph also will not
    prevent your financial advisor from engaging in trading or brokerage
    transactions in the ordinary course of its business as presently conducted,
    provided that neither said advisor nor its affiliates will acquire
    beneficial ownership of more than 1% of the total number of outstanding
    shares of any class of voting securities of the Company or McKesson.
 
        8.  You agree that, for a period of two years from the date of this
    agreement, you will not, directly or indirectly, solicit for employment or
    hire any employee of the Company or any subsidiary thereof with whom contact
    was made or who became known to you in connection with your consideration of
    the Transaction; provided, however, that the foregoing provision will not
    prevent you from employing any such person who contacts you on his or her
    own initiative without any direct or indirect solicitation by or
    encouragement from you, or is contacted solely on the initiative of one of
    your Representatives who had no knowledge or involvement in the Information
    or consideration of a Transaction.
 
        9.  You acknowledge and agree that if the Company determines to pursue a
    Transaction, it may establish procedures and guidelines (the "Procedures")
    for the submission of proposals with respect to any Transaction with or
    involving the Company and McKesson. You and your Representatives agree to
    act in accordance with the Procedures and to be bound by the terms and
    conditions that may be established pursuant to the Procedures, including
    adhering to any timing conditions that may be established relating to when
    proposals for such a Transaction may be submitted. You acknowledge and agree
    that (a) the Company and McKesson and their respective Representatives are
    free to conduct the process leading up to a possible Transaction as the
    Company and McKesson and their respective Representatives, in their sole
    discretion, determine (including, without limitation, by negotiating with
    any third party and entering into a preliminary or definitive agreement
    without prior notice to you or any other person), and (b) each of the
    Company and McKesson reserves the right, in its sole discretion, to change
    the Procedures relating to its consideration of the Transaction at any time
    without prior notice to you or any other person, to reject any and all
    proposals made by you or any of your Representatives with regard to the
    Transaction, and to terminate discussions and negotiations with you at any
    time and for any reason.
 
        10. You and your Representatives agree not to initiate or maintain
    contact (except for those contacts made in the ordinary course of business)
    with any officer, director, employee or agent of the Company except with the
    express prior permission of an officer of the Company or McKesson who are
    informed of the matters that are the subject of this Agreement.
 
        11. (a)  You agree that the Company and McKesson would be irreparably
    injured by a breach of this agreement by you or your Representatives, that
    monetary remedies would be inadequate to protect us against any actual or
    threatened breach of this agreement by you or by your Representatives, and,
    without prejudice to any other rights and remedies otherwise available to
    us, you agree to the granting of equitable relief, including injunctive
    relief and specific performance, in our favor without proof of actual
    damages. You agree to reimburse the Company and McKesson for their costs
 
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    and expenses (including, without limitation, reasonable legal fees and
    expenses) incurred to remedy any and all breaches of this agreement.
 
        (b) This agreement shall inure to the benefit of and be binding upon
    each of you, the Company and McKesson and the respective successors and
    persons in control of you, the Company and McKesson, notwithstanding any
    sale or disposition by McKesson of all or any portion of its interest in the
    Company. It is further agreed that no failure or delay in exercising any
    right, power or privilege hereunder will operate as a waiver thereof, nor
    will any single or partial exercise thereof preclude any other or further
    exercise thereof or the exercise of any right, power or privilege hereunder.
 
        (c) This agreement will be governed by and construed in accordance with
    the laws of the State of California, without regard to the principles of
    conflict of laws thereof.
 
        (d) This agreement contains the entire agreement between you and us
    concerning the subject matter hereof and supersedes all previous agreements,
    written or oral, relating to the subject matter hereof. No modifications of
    this agreement or waiver of the terms and conditions hereof will be binding
    upon you, the Company or McKesson unless approved in writing by each of you,
    the Company and McKesson.
 
        (e) If any provision of this agreement shall, for any reason, be
    adjudged by any court of competent jurisdiction to be invalid or
    unenforceable, such judgment shall not affect, impair or invalidate the
    remainder of this agreement but shall be confined in its operation to the
    provision of this agreement directly involved in the controversy in which
    such judgment shall have been rendered.
 
        (f) This agreement may be executed in counterparts, each of which shall
    be deemed to be an original, but all of which shall constitute the same
    agreement. You warrant that the person who executes this agreement on your
    behalf has full corporate authority to do so.
 
        (g) This agreement shall expire three years from the date hereof.
 
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    Please confirm your agreement with the foregoing by signing and returning to
the undersigned the duplicate copy of this letter enclosed herewith.
 
                                          Very truly yours,
 
                                          PAINEWEBBER INCORPORATED
                                          on the behalf of
                                          ARMOR ALL PRODUCTS CORPORATION
 
                                          By  /s/ Fuad Sawaya
                                             -----------------------------------
 
                                              Fuad A. Sawaya
 
                                              Managing Director
 
                                          PAINEWEBBER INCORPORATED
                                          on the behalf of
                                          McKESSON CORPORATION
 
                                          By  /s/ Fuad Sawaya
                                             -----------------------------------
 
                                              Fuad A. Sawaya
 
                                              Managing Director
 
Accepted and Agreed to as of
the date first written above:
 
THE CLOROX COMPANY
 
By  /s/ Steven Silberblatt
-----------------------------------------
 
Name: Steven Silberblatt
Title: Director of Business Development
 
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