Underwriting Agreement – Clorox Co.

The Clorox Company

$300,000,000 3.800% Senior Notes due 2021

____________________

Underwriting Agreement

November 14, 2011

Citigroup Global Markets Inc.,
J.P. Morgan Securities LLC,
Wells Fargo Securities, LLC
As representatives of the several Underwriters
named in Schedule I hereto,
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179

Ladies and Gentlemen:

The Clorox Company, a Delaware corporation (the “Company”), proposes, subject
to the terms and conditions stated herein, to issue and sell to the Underwriters
named in Schedule I hereto (the “Underwriters”) an aggregate of $300,000,000
principal amount of its 3.800% Senior Notes due 2021 (the “Securities”).

1. The Company represents and warrants to, and agrees with, each of the
Underwriters that:

(a) An “automatic shelf registration statement” as defined under Rule 405
under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No.
333-177931) in respect of the Securities has been filed with the Securities and
Exchange Commission (the “Commission”) not earlier than three years prior to the
date hereof; such registration statement, and any post-effective amendment
thereto, became effective on filing; and no stop order suspending the
effectiveness of such registration statement or any part thereof has been issued
and no proceeding for that purpose has been initiated or threatened by the
Commission, and no notice of objection of the Commission to the use of such
registration statement or any post-effective amendment thereto pursuant to Rule
401(g)(2) under the Act has been received by the Company (the base prospectus
filed as part of such registration statement, in the form in which it has most
recently been filed with the Commission on or prior to the date of this
Agreement, is hereinafter called the “Basic Prospectus”; any preliminary
prospectus (including any preliminary prospectus supplement) relating to the
Securities filed with the Commission pursuant to Rule 424(b) under the Act is
hereinafter called a “Preliminary Prospectus”; the various parts of such
registration statement, including all exhibits thereto but excluding Form T-1
and including any prospectus supplement relating to the Securities that is filed
with the Commission and deemed by virtue of Rule 430B to be part of such
registration statement, each as amended at the time such part of the
registration statement became effective, are hereinafter collectively called the
“Registration Statement”; the Basic Prospectus, as amended and supplemented
immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is
hereinafter called the “Pricing Prospectus”; the form of the final prospectus
relating to the Securities filed with the Commission pursuant to Rule 424(b)
under the Act in accordance with Section 5(a) hereof is hereinafter called the
“Prospectus”; any reference herein to the Basic Prospectus, the Pricing
Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the Act, as of the date of such prospectus; any
reference to any amendment or supplement to the Basic Prospectus, any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
any post-effective amendment to the Registration Statement, any prospectus
supplement relating to the Securities filed with the Commission pursuant to Rule
424(b) under the Act and any documents filed under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case
after the date of the Basic Prospectus, such Preliminary Prospectus, or the
Prospectus, as the case may be; any reference to any amendment to the
Registration Statement shall be deemed to refer to and include any annual report
of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act
after the effective date of the Registration Statement that is incorporated by
reference in the Registration Statement; and any “issuer free writing
prospectus” as defined in Rule 433 under the Act relating to the Securities is
hereinafter called an “Issuer Free Writing Prospectus”;

(b) No order preventing or suspending the use of any Preliminary Prospectus
or any Issuer Free Writing Prospectus has been issued by the Commission, and
each Preliminary Prospectus, at the time of filing thereof, conformed in all
material respects to the requirements of the Act and the Trust Indenture Act of
1939, as amended (the “Trust Indenture Act”), and the rules and regulations of
the Commission thereunder, and did not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company by an
Underwriter through Citigroup Global Markets Inc., J.P. Morgan Securities LLC
and Wells Fargo Securities, LLC (collectively, the “Representatives,” as
representatives of the several Underwriters named in Schedule I hereto)
expressly for use therein;

(c) For the purposes of this Agreement, the “Applicable Time” is 4:00 p.m.
(Eastern time) on the date of this Agreement; the Pricing Prospectus as of the
Applicable Time as supplemented by the final term sheet prepared and filed
pursuant to Section 5(a) hereof, taken together (collectively, the “Pricing
Disclosure Package”), did not include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a)
hereto does not conflict with the information contained in the Registration
Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free
Writing Prospectus, as supplemented by and taken together with the Pricing
Disclosure Package as of the Applicable Time, did not include any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to statements or omissions made in
an Issuer Free Writing Prospectus in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter through the
Representatives expressly for use therein;

(d) The documents incorporated by reference in the Pricing Disclosure Package
and the Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects to the
requirements of the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; any further documents so filed and incorporated by reference in the
Prospectus or any further amendment or supplement thereto, when such documents
become effective or are filed with the Commission, as the case may be, will
conform in all material respects to the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission thereunder
and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by an
Underwriter through the Representatives expressly for use therein; and no such
documents were filed with the Commission since the Commission153s close of
business on the business day immediately prior to the date of this Agreement and
prior to the execution of this Agreement, except as set forth on Schedule II(b)
hereto;

(e) The Registration Statement conforms, and the Prospectus and any further
amendments or supplements to the Registration Statement and the Prospectus will
conform, in all material respects to the requirements of the Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder and do
not and will not, as of the applicable effective date as to each part of the
Registration Statement and as of the applicable filing date as to the Prospectus
and any amendment or supplement thereto, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any statements or omissions
made in reliance upon and in conformity with information furnished in writing to
the Company by an Underwriter through the Representatives expressly for use
therein;

(f) The Company and its subsidiaries, considered as one enterprise, have not
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Pricing Disclosure Package and the Prospectus
any material loss or interference with their business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Pricing Disclosure Package and the Prospectus; and,
since the respective dates as of which information is given in the Registration
Statement, the Prospectus and the Pricing Disclosure Package, there has not been
any change in the capital stock of the Company or the consolidated long term
debt of the Company and its subsidiaries or any material adverse change in the
financial condition, business prospects, results of operations, earnings or
business of the Company and its subsidiaries, considered as one enterprise,
whether or not arising from transactions in the ordinary course of business,
otherwise than as set forth or contemplated in the Pricing Disclosure Package
and the Prospectus;

(g) The Company and its subsidiaries, considered as one enterprise, have good
and marketable title in fee simple to all real property and good and marketable
title to all personal property owned by them, in each case free and clear of all
liens, encumbrances and defects except such as are described in the Pricing
Disclosure Package and the Prospectus and except where the failure to have such
good and marketable title could not reasonably be expected to have a material
adverse effect on the financial condition, business prospects, results of
operations, earnings or business of the Company and its subsidiaries, considered
as one enterprise, whether or not arising in the ordinary course of business (a
“Material Adverse Effect”); and any real property and buildings held under lease
by the Company and its subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and could not
reasonably be expected to have a Material Adverse Effect;

(h) Each of the Company and each of its Significant Subsidiaries (as defined
below) has been duly incorporated and is validly existing as a corporation (or
other relevant organizational form) in good standing under the laws of the
jurisdiction in which it is chartered or organized with full organizational
power and authority to own or lease, as the case may be, and to operate its
properties and conduct its business as described in the Pricing Disclosure
Package and the Prospectus, and is duly qualified to do business as a foreign
corporation (or other relevant organizational form) and is in good standing
under the laws of each jurisdiction which requires such qualification, except
where the failure to be so qualified could not reasonably be expected to have a
Material Adverse Effect. As used herein, “Significant Subsidiary” means any
subsidiary of the Company that is a significant subsidiary as defined in Rule
1-02(w) of the Commission153s Regulation S-X. As of the date hereof, the Company153s
only Significant Subsidiaries are: (i) The Clorox Sales Company; (ii) Burt153s
Bees, Inc.; (iii) Clorox Manufacturing Co.; (iv) Clorox Services Company; (v)
The HV Food Products Company; and (vi) The Glad Products Company.

(i) The Company has an authorized capitalization as set forth in the Pricing
Disclosure Package and the Prospectus and all of the issued shares of capital
stock of the Company have been duly and validly authorized and issued and are
fully paid and non-assessable; and all the outstanding shares of capital stock
of each Significant Subsidiary have been duly and validly authorized and issued
and are fully paid and non-assessable, and, except as otherwise set forth in the
Pricing Disclosure Package and the Prospectus, all outstanding shares of capital
stock of the Significant Subsidiaries are owned by the Company either directly
or through wholly owned subsidiaries free and clear of any perfected security
interest or any other security interests, claims, liens or encumbrances;

(j) The Securities have been duly authorized and, when issued and delivered
pursuant to this Agreement, will have been duly executed, authenticated, issued
and delivered and will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, subject, as to enforcement,
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors153 rights and to general equity
principles (whether considered in a proceeding in equity or at law), and
entitled to the benefits provided by the indenture dated as of October 9, 2007
(the “Indenture”) between the Company and The Bank of New York Trust Company,
N.A., as trustee, as heretofore supplemented and as to be further supplemented
by the Third Supplemental Indenture, dated as of November 17, 2011, among the
Company and Wells Fargo Bank, National Association, as trustee with respect to
the Securities (the “Trustee”), under which they are to be issued; the Indenture
has been duly authorized, executed and delivered by the Company and duly
qualified under the Trust Indenture Act and constitutes a valid and legally
binding instrument, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors153 rights and to general equity
principles (whether considered in a proceeding in equity or at law); and the
Securities and the Indenture will conform to the descriptions thereof in the
Pricing Disclosure Package and the Prospectus;

(k) This Agreement has been duly authorized, executed and delivered by the
Company;

(l) Neither the issue and sale of the Securities nor the consummation of any
of the other transactions herein contemplated nor the fulfillment of the terms
hereof will conflict with, result in a breach or violation or imposition of any
lien, charge or encumbrance upon any property or assets of the Company or any of
its subsidiaries pursuant to (i) the certificate of incorporation or bylaws (or
similar organizational document), in each case as amended, of the Company or any
of its Significant Subsidiaries, (ii) the terms of any indenture, contract,
lease, mortgage, deed of trust, note agreement, loan agreement or other
agreement, obligation, condition, covenant or instrument to which the Company or
any of its subsidiaries is a party or bound or to which its or their property is
subject, or (iii) any statute, law, rule, regulation, judgment, order or decree
applicable to the Company or any of its subsidiaries of any court, regulatory
body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Company or any of its subsidiaries or any of its or
their properties, other than, in the case of clauses (ii) and (iii), conflicts,
breaches or liens (considered in the aggregate) which could not reasonably be
expected to have a Material Adverse Effect;

(m) No consent, approval, authorization, order, registration or qualification
of or with any such court or governmental agency or body is required for the
issue and sale of the Securities or the consummation by the Company of the
transactions contemplated by this Agreement or the Indenture except such as have
been obtained under the Act and the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase and
distribution of the Securities by the Underwriters;

(n) (A) Neither the Company nor any Significant Subsidiary is in violation or
default of any provision of its certificate of incorporation or bylaws (or
similar organizational document), in each case as amended, and (B) neither the
Company nor any subsidiary is in violation or default of (i) the terms of any
indenture, contract, lease, mortgage, deed of trust, note agreement, loan
agreement or other agreement, obligation, condition, covenant or instrument to
which it is a party or bound or to which its property is subject, or (ii) any
statute, law, rule, regulation, judgment, order or decree of any court,
regulatory body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Company or such subsidiary or any of its
properties, as applicable, other than, in the case of clause (B) above, any
violations or defaults (considered in the aggregate) which could not reasonably
be expected to have a Material Adverse Effect. Schedule III hereto lists each
indenture, contract, lease, mortgage, deed of trust, note agreement, loan
agreement or other agreement, obligation, condition, covenant or instrument with
respect to which a default by the Company could reasonably be expected to have a
Material Adverse Effect;

(o) The statements set forth in the Pricing Prospectus and the Prospectus
under the captions “Description of Debt Securities” and “Description of Notes,”
insofar as they purport to constitute a summary of the terms of the Securities,
and under the caption “Material United States Tax Consequences,” insofar as they
purport to describe the provisions of the laws and documents referred to
therein, are accurate, complete and fair;

(p) No action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its
subsidiaries or its or their property is pending or, to the knowledge of the
Company, threatened that (i) could reasonably be expected to have a material
adverse effect on the performance of this Agreement or the consummation of any
of the transactions contemplated hereby or (ii) could reasonably be expected to
have a Material Adverse Effect, except as set forth in or contemplated in the
Pricing Prospectus;

(q) The Company is not and, after giving effect to the offering and sale of
the Securities and the application of the proceeds thereof, will not be an
“investment company,” as such term is defined in the Investment Company Act of
1940, as amended (the “Investment Company Act”);

(r) (A) (i) At the time of filing the Registration Statement, (ii) at the
time of the most recent amendment thereto for the purposes of complying with
Section 10(a)(3) of the Act (whether such amendment was by post-effective
amendment, incorporated report filed pursuant to Section 13 or 15(d) of the
Exchange Act or form of prospectus), and (iii) at the time the Company or any
person acting on its behalf (within the meaning, for this clause only, of Rule
163(c) under the Act) made any offer relating to the Securities in reliance on
the exemption of Rule 163 under the Act, the Company was a “well-known seasoned
issuer” as defined in Rule 405 under the Act; and (B) at the earliest time after
the filing of the Registration Statement that the Company or another offering
participant made a bona fide offer (within the meaning of Rule 164(h)(2) under
the Act) of the Securities, the Company was not an “ineligible issuer” as
defined in Rule 405 under the Act;

(s) Ernst & Young LLP, who have certified certain financial statements of
the Company and its subsidiaries, and have audited the Company153s internal
control over financial reporting, are an independent registered public
accounting firm as required by the Act and the rules and regulations of the
Commission thereunder;

(t) The Company maintains a system of internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act)
that complies with the requirements of the Exchange Act and has been designed by
the Company153s principal executive officer and principal financial officer, or
under their supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. The Company153s internal control over financial reporting is effective
and the Company is not aware of any material weaknesses in its internal control
over financial reporting;

(u) Since the date of the latest audited financial statements included or
incorporated by reference in the Pricing Disclosure Package and the Prospectus,
there has been no change in the Company153s internal control over financial
reporting that has materially affected, or is reasonably likely to materially
affect, the Company153s internal control over financial reporting;

(v) The Company maintains disclosure controls and procedures (as such term is
defined in Rule 13a-15(e) under the Exchange Act) that comply with the
requirements of the Exchange Act; such disclosure controls and procedures have
been designed to ensure that the information required to be disclosed by the
Company in reports filed under the Securities Exchange Act of 1934 is (i)
recorded, processed, summarized and reported within the time periods specified
in the SEC153s rules and forms, and (ii) accumulated and communicated to
management, including the chief executive officer and chief financial officer,
as appropriate, to allow timely decisions regarding disclosure; and such
disclosure controls and procedures are effective;

(w) The Company and its subsidiaries (i) are in compliance with any and all
applicable foreign, federal, state and local laws and regulations relating to
the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii)
have received and are in compliance with all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) have not received notice of any actual or
potential liability for the investigation or remediation of any disposal or
release of hazardous or toxic substances or wastes, pollutants or contaminants,
except where such non-compliance with Environmental Laws, failure to receive, or
comply with, required permits, licenses or other approvals, or liability would
not, individually or in the aggregate, have a Material Adverse Effect, except as
set forth in or contemplated in the Pricing Prospectus. The Company has
disclosed in the Pricing Disclosure Package and the Prospectus all such actions
where it or any of its subsidiaries has been named as a “potentially responsible
party,” except where such actions could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect;

(x) The Company and its subsidiaries, considered as one enterprise, own,
possess, license or have other rights to use, on reasonable terms, all patents,
patent applications, trade and service marks, trade and service mark
registrations, trade names, copyrights, licenses, inventions, trade secrets,
technology, know-how and other intellectual property (collectively, the
“Intellectual Property”) except where such failure to so own, possess, license
or have other rights to use such Intellectual Property could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect,
except as set forth or contemplated in the Pricing Disclosure Package. With
respect to the Intellectual Property, (a) neither the Company nor any of its
subsidiaries has received written notice of infringement or misappropriation of
or conflict with asserted rights of others with respect to any Intellectual
Property, except as set forth or contemplated in the Pricing Disclosure Package
and the Prospectus and (b) there is no pending or threatened action, suit,
proceeding or claim by others challenging the Company153s or any subsidiary153s
rights in or to any such Intellectual Property, or any facts which would render
any Intellectual Property invalid or inadequate to protect the interest of the
Company or any such subsidiary therein, and which infringement, misappropriation
or conflict or invalidity or inadequacy, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect, except as set
forth or contemplated in the Pricing Disclosure Package;

(y) Neither the Company nor any of its subsidiaries nor, to the knowledge of
the Company, any director, officer, agent, employee or affiliate of the Company
or any of its subsidiaries is aware of or has taken any action, directly or
indirectly, that would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (the “FCPA”), including, without limitation, making use of the mails
or any means or instrumentality of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or authorization of the payment of any
money, or other property, gift, promise to give, or authorization of the giving
of anything of value to any “foreign official” (as such term is defined in the
FCPA) or any foreign political party or official thereof or any candidate for
foreign political office, in contravention of the FCPA; and the Company, its
subsidiaries and, to the knowledge of the Company, its affiliates have conducted
their businesses in compliance with the FCPA and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to
continue to ensure, continued compliance therewith;

(z) The operations of the Company and its subsidiaries are and have been
conducted at all times in compliance with applicable financial recordkeeping and
reporting requirements and the money laundering statutes and the rules and
regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Money Laundering Laws”) and no action, suit or proceeding by
or before any court or governmental agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries with respect to the Money
Laundering Laws is pending or, to the best knowledge of the Company, threatened;

(aa) Neither the Company nor any of its subsidiaries nor, to the knowledge of
the Company, any director, officer, agent, employee or affiliate of the Company
or any of its subsidiaries is currently subject to any sanctions administered by
the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
and the Company will not directly or indirectly use the proceeds of the
offering, or lend, contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other person or entity, for the purpose of
financing the activities of any person currently subject to any U.S. sanctions
administered by OFAC; and

(bb) Except as disclosed in the Pricing Disclosure Package and the
Prospectus, the Company does not have any material lending or other relationship
with the Underwriters or any lending affiliate of any Underwriter.

2. Subject to the terms and conditions herein set forth, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at a purchase
price of 98.447% of the principal amount thereof, plus accrued interest, if any,
from November 17, 2011 to the Time of Delivery (as defined below) hereunder, the
principal amount of the Securities, set forth opposite the name of such
Underwriter in Schedule I hereto.

3. Upon the authorization by you of the release of the Securities, the
several Underwriters propose to offer the Securities for sale upon the terms and
conditions set forth in the Prospectus.

4. (a) The Securities to be purchased by each Underwriter hereunder will be
represented by one or more definitive global Securities in book-entry form,
which will be deposited by or on behalf of the Company with The Depository Trust
Company (“DTC”) or its designated custodian. The Company will deliver the
Securities to J.P. Morgan Securities LLC, for the account of each Underwriter,
against payment by or on behalf of such Underwriter of the purchase price
therefor by wire transfer of Federal (same-day) funds to the account specified
by the Company to J.P. Morgan Securities LLC at least forty-eight hours in
advance, by causing DTC to credit the Securities to the account of J.P. Morgan
Securities LLC at DTC. The Company will cause the certificates representing the
Securities to be made available to the Representatives for checking at least
twenty-four hours prior to the Time of Delivery (as defined below) at the office
of DTC or its designated custodian (the “Designated Office”). The time and date
of such delivery and payment shall be 9:30 a.m., New York City time, on November
17, 2011 or such other time and date as the Representatives and the Company may
agree upon in writing. Such time and date are herein called the “Time of
Delivery.”

(b) The documents to be delivered at the Time of Delivery by or on behalf of
the parties hereto pursuant to Section 8 hereof, including the cross-receipt for
the Securities and any additional documents requested by the Underwriters
pursuant to Section 8(i) hereof, will be delivered at the offices of Dewey &
LeBoeuf LLP, 1301 Avenue of the Americas, New York, New York 10019 (the “Closing
Location”), and the Securities will be delivered at the Designated Office, all
at the Time of Delivery. A meeting will be held at the Closing Location at 3:00
p.m., New York City time, on the New York Business Day next preceding the Time
of Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4 and Section 5, “New York Business
Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in New York City are generally
authorized or obligated by law or executive order to close.

5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file such
Prospectus pursuant to Rule 424(b) under the Act not later than the Commission153s
close of business on the second business day following the date of this
Agreement; to make no further amendment or any supplement to the Registration
Statement, the Basic Prospectus or the Prospectus (other than required periodic
reports so long as such report does not directly relate to the offering of the
Securities) prior to the Time of Delivery which shall be disapproved by you
promptly after reasonable notice thereof; to advise you, promptly after it
receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any amendment or supplement to
the Prospectus has been filed and to furnish you with copies thereof; to prepare
a final term sheet, containing solely a description of the Securities, and to
file such term sheet pursuant to Rule 433(d) under the Act within the time
required by such Rule; to file promptly all other material required to be filed
by the Company with the Commission pursuant to Rule 433(d) under the Act; to
file promptly all reports and any definitive proxy or information statements
required to be filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the
Prospectus and for so long as the delivery of a prospectus (or in lieu thereof,
the notice referred to in Rule 173(a) under the Act) is required in connection
with the offering or sale of the Securities; to advise you, promptly after it
receives notice thereof, of the issuance by the Commission of any stop order or
of any order preventing or suspending the use of any Preliminary Prospectus or
other prospectus in respect of the Securities, of any notice of objection of the
Commission to the use of the Registration Statement or any post-effective
amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of
the qualification of the Securities for offering or sale in any jurisdiction, of
the initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or the Prospectus or for additional information; and, in the event of
the issuance of any stop order or of any order preventing or suspending the use
of any Preliminary Prospectus or other prospectus or suspending any such
qualification, to promptly use its best efforts to obtain the withdrawal of such
order; and in the event of any such issuance of a notice of objection, promptly
to take such steps including, without limitation, amending the Registration
Statement or filing a new registration statement, at its own expense, as may be
necessary to permit offers and sales of the Securities by the Underwriters
(references herein to the Registration Statement shall include any such
amendment or new registration statement);

(b) If required by Rule 430B(h) under the Act, to prepare a form of
prospectus in a form approved by you and to file such form of prospectus
pursuant to Rule 424(b) under the Act not later than may be required by Rule
424(b) under the Act; and to make no further amendment or supplement to such
form of prospectus (other than required periodic reports so long as such report
does not directly relate to the offering of the Securities) which shall be
disapproved by you promptly after reasonable notice therereof;

(c) If by the third anniversary (the “Renewal Deadline”) of the initial
effective date of the Registration Statement, any of the Securities remain
unsold by the Underwriters, the Company will file, if it has not already done so
and is eligible to do so, a new automatic shelf registration statement relating
to the Securities, in a form satisfactory to you. If at the Renewal Deadline the
Company is no longer eligible to file an automatic shelf registration statement,
the Company will, if it has not already done so, file a new shelf registration
statement relating to the Securities, in a form satisfactory to you and will use
its best efforts to cause such registration statement to be declared effective
within 180 days after the Renewal Deadline. The Company will take all other
action necessary or appropriate to permit the public offering and sale of the
Securities to continue as contemplated in the expired registration statement
relating to the Securities. References herein to the Registration Statement
shall include such new automatic shelf registration statement or such new shelf
registration statement, as the case may be;

(d) Promptly from time to time to take such action as you may reasonably
request to qualify the Securities for offering and sale under the securities
laws of such jurisdictions as you may request and to comply with such laws so as
to permit the continuance of sales and dealings therein in such jurisdictions
for as long as may be necessary to complete the distribution of the Securities,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction;

(e) Prior to 4:00 p.m., New York City time, on the second New York Business
Day succeeding the date of this Agreement and from time to time, to furnish the
Underwriters with written and electronic copies of the Prospectus in New York
City in such quantities as you may reasonably request, and, if the delivery of a
prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
Act) is required at any time prior to the expiration of nine months after the
time of issue of the Prospectus in connection with the offering or sale of the
Securities and if at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made when such Prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if
for any other reason it shall be necessary during such same period to amend or
supplement the Prospectus or to file under the Exchange Act any document
incorporated by reference in the Prospectus in order to comply with the Act, the
Exchange Act (other than required periodic reports so long as such report does
not directly relate to the offering of the Securities) or the Trust Indenture
Act, to notify you and upon your request to file such document and to prepare
and furnish without charge to each Underwriter and to any dealer in securities
as many written and electronic copies as you may from time to time reasonably
request of an amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance; and in case any
Underwriter is required to deliver a prospectus (or in lieu thereof, the notice
referred to in Rule 173(a) under the Act) in connection with sales of any of the
Securities at any time nine months or more after the time of issue of the
Prospectus, upon your request but at the expense of such Underwriter, to prepare
and deliver to such Underwriter as many written and electronic copies as you may
request of an amended or supplemented Prospectus complying with Section 10(a)(3)
of the Act;

(f) To make generally available to its securityholders as soon as
practicable, but in any event not later than sixteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and regulations
of the Commission thereunder (including, at the option of the Company, Rule
158);

(g) During the period beginning with the date hereof and continuing to and
including the earlier of the Time of Delivery and such time as you may notify
the Company, not to offer, sell, contract to sell, pledge, grant any option to
purchase, make any short sale or otherwise dispose, except as provided hereunder
of, any securities of the Company that are substantially similar to the
Securities;

(h) To pay the required Commission filing fees relating to the Securities
within the time required by Rule 456(b)(1) under the Act without regard to the
proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under
the Act;

(i) To use the net proceeds received by it from the sale of the Securities
pursuant to this Agreement in the manner specified in the Pricing Prospectus
under the caption “Use of Proceeds.”

6. (a) (i) The Company represents and agrees that, other than the final term
sheet prepared and filed pursuant to Section 5(a) hereof, without the prior
consent of the Representatives, it has not made and will not make any offer
relating to the Securities that would constitute a “free writing prospectus” as
defined in Rule 405 under the Act;

(ii) each Underwriter represents and agrees that, without the prior consent
of the Company and the Representatives, other than one or more term sheets
relating to the Securities containing customary information and conveyed to
purchasers of Securities, it has not made and will not make any offer relating
to the Securities that would constitute a free writing prospectus; and

(iii) any such free writing prospectus the use of which has been consented to
by the Company and the Representatives (including the final term sheet prepared
and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) hereto;

(b) The Company has complied and will comply with the requirements of Rule
433 under the Act applicable to any Issuer Free Writing Prospectus, including
timely filing with the Commission or retention where required and legending; and

(c) The Company agrees that if at any time following issuance of an Issuer
Free Writing Prospectus any event occurred or occurs as a result of which such
Issuer Free Writing Prospectus would conflict with the information in the
Registration Statement, the Pricing Prospectus or the Prospectus or would
include an untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances then prevailing, not misleading, the Company will give prompt
notice thereof to the Representatives and, if requested by the Representatives,
will prepare and furnish without charge to each Underwriter an Issuer Free
Writing Prospectus or other document which will correct such conflict, statement
or omission; provided, however, that this covenant shall not apply to any
statements or omissions in an Issuer Free Writing Prospectus made in reliance
upon and in conformity with information furnished in writing to the Company by
an Underwriter through the Representatives expressly for use therein.

7. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company153s counsel and accountants in connection with the
registration of the Securities under the Act and all other expenses in
connection with the preparation, printing, reproduction and filing of the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus, any
Issuer Free Writing Prospectus and the Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Underwriters and
dealers; (ii) the cost of printing or producing any Agreement among
Underwriters, this Agreement, the Indenture, the Blue Sky survey, closing
documents (including any compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(d)
hereof, including the reasonable fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky survey; (iv) any fees charged by securities rating services for rating
the Securities; (v) the filing fees incident to, and the reasonable fees and
disbursements of counsel for the Underwriters in connection with, any required
review by the Financial Industry Regulatory Authority, Inc. of the terms of the
sale of the Securities; (vi) the cost of preparing the Securities; (vii) the
fees and expenses of the Trustee and any agent of the Trustee and the fees and
disbursements of counsel for the Trustee in connection with the Indenture and
the Securities; and (viii) all other costs and expenses incident to the
performance of its obligations hereunder which are not otherwise specifically
provided for in this Section 7. It is understood, however, that, except as
provided in this Section 7, and Sections 9 and 12 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising
expenses connected with any offers they may make.

8. The obligations of the Underwriters hereunder shall be subject, in their
discretion, to the condition that all representations and warranties and other
statements of the Company herein are, at and as of the Time of Delivery, true
and correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule
424(b) under the Act within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with Section
5(a) hereof; the final term sheet contemplated by Section 5(a) hereof, and any
other material required to be filed by the Company pursuant to Rule 433(d) under
the Act, shall have been filed with the Commission within the applicable time
periods prescribed for such filings by Rule 433; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission and no notice of objection of the Commission to the
use of the Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order
suspending or preventing the use of the Prospectus or any Issuer Free Writing
Prospectus shall have been initiated or threatened by the Commission; and all
requests for additional information on the part of the Commission shall have
been complied with to your reasonable satisfaction;

(b) Dewey & LeBoeuf LLP, counsel for the Underwriters, shall have
furnished to you such written opinion or opinions (a form of each such opinion
is attached as Annex II(a) hereto), dated the Time of Delivery, in form and
substance satisfactory to you, and such counsel shall have received such papers
and information as they may reasonably request to enable them to pass upon such
matters;

(c) Morgan, Lewis & Bockius LLP, counsel for the Company, shall have
furnished to you their written opinion (a draft of such opinion is attached as
Annex II(b) hereto), dated the Time of Delivery, in form and substance
satisfactory to you, to the effect that:

(i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with power
and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus;

(ii) The Company has an authorized capitalization as set forth in the
Prospectus;

(iii) The Company has been duly qualified as a foreign corporation in the
State of California for the transaction of business and is in good standing
under the laws of the State of California;

(iv) Each Significant Subsidiary of the Company has been duly incorporated
and is validly existing as a corporation in good standing under the laws of its
jurisdiction of incorporation; and all of the issued shares of capital stock of
each Significant Subsidiary are, to our knowledge, owned of record by the
Company or by another named subsidiary free and clear of all liens and
encumbrances;

(v) To such counsel153s knowledge and other than as set forth in the
Prospectus, there are no legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or of which any property of the
Company or any of its subsidiaries is the subject that would be reasonably
expected to have, individually or in the aggregate, a material adverse effect on
the current or future consolidated financial position, stockholders153 equity or
results of operations of the Company and its subsidiaries; and, to the best of
such counsel153s knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;

(vi) This Agreement has been duly authorized, executed and delivered by the
Company;

(vii) The Securities have been duly authorized, executed, issued and
delivered and constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors153 rights and to general equity principles, and
entitled to the benefits provided by the Indenture; and the Securities and the
Indenture conform to the descriptions thereof in the Pricing Disclosure Package
and Prospectus;

(viii) The Indenture has been duly authorized, executed and delivered by the
parties thereto and constitutes a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general applicability
relating to or affecting creditors153 rights and to general equity principles; and
the Indenture has been duly qualified under the Trust Indenture Act;

(ix) The issue and sale of the Securities and the compliance by the Company
with all of the provisions of the Securities and the Indenture and this
Agreement and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any material
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries is bound or to
which any of the property or assets of the Company or any of its subsidiaries is
subject, nor will such actions result in any violation of the provisions of the
Certificate of Incorporation or By-laws of the Company or any statute or any
order, rule or regulation known to such counsel of any court or governmental
agency or body having jurisdiction over the Company or any of its subsidiaries
or any of their properties;

(x) No consent, approval, authorization, order, registration or qualification
of or with any such court or governmental agency or body is required for the
issue and sale of the Securities or the consummation by the Company of the
transactions contemplated by this Agreement or the Indenture, except such as
have been obtained under the Act and the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase and
distribution of the Securities by the Underwriters;

(xi) The statements set forth in the Prospectus and the Pricing Prospectus
under the captions “Description of Debt Securities” and “Description of Notes,”
respectively, insofar as they purport to constitute a summary of the terms of
the Securities, and under the caption “Material United States Tax Consequences,”
insofar as they purport to describe the provisions of the laws referred to
therein, are accurate, complete and fair;

(xii) The Company is not and, after giving effect to the offering and sale of
the Securities and the application of the proceeds thereof, will not be an
“investment company,” as such term is defined in the Investment Company Act;

(xiii) The documents incorporated by reference in the Prospectus or any
further amendment or supplement thereto made by the Company prior to the Time of
Delivery (other than the financial statements and related schedules therein, as
to which such counsel need express no opinion), when they became effective or
were filed with the Commission, as the case may be, appeared to be responsive in
all material respects with the requirements of the Act or the Exchange Act as to
form, as applicable, and the rules and regulations of the Commission thereunder;
and

(xiv) The Registration Statement, the Prospectus and any further amendments
and supplements thereto, as applicable, made by the Company prior to the Time of
Delivery (other than the financial statements and related schedules therein, as
to which such counsel need express no opinion) comply as to form in all material
respects with the requirements of the Act and the Trust Indenture Act and the
rules and regulations thereunder; although they do not assume any responsibility
for the accuracy, completeness or fairness of the statements contained in the
Registration Statement, the Pricing Prospectus or the Prospectus.

Except for those referred to in the opinion in subsection (vii) and (xii) of
this Section 8(c), nothing came to their attention in the course of reviewing
the Registration Statement and Prospectus that caused them to believe: (i) that
any part of the Registration Statement or any further amendment thereto made by
the Company prior to the Time of Delivery (other than the financial statements
and related schedules therein, as to which such counsel need express no
opinion), when such part or amendment became effective, contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; (ii)
that the Pricing Disclosure Package (other than the financial statements and
related schedules therein as to which such counsel need express no opinion), as
of the Applicable Time, contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the statements
therein, in the light of circumstances under which they were made, not
misleading; or (iii) that, as of its date and as of the Time of Delivery, the
Prospectus or any further amendment or supplement thereto made by the Company
prior to the Time of Delivery (other than the financial statements and related
schedules therein, as to which such counsel need express no opinion) contained
or contains an untrue statement of a material fact or omitted or omits to state
a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(d) On the date of the Prospectus at a time prior to the execution of this
Agreement, at 9:30 a.m., New York City time, on the effective date of any post
effective amendment to the Registration Statement filed subsequent to the date
of this Agreement and also at the Time of Delivery, Ernst & Young LLP shall
have furnished to you a letter or letters, dated the respective dates of
delivery thereof, in form and substance satisfactory to you, confirming that
they are independent accountants within the meaning of the Act and the Exchange
Act and the respective applicable rules and regulations adopted by the
Commission thereunder and stating, as of the respective date of each such letter
(or, with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in the
Prospectus or Pricing Disclosure Package, as the case may be, as of a date not
more than three business days prior to the date of such letter), their
conclusion and findings with respect to the financial information and other
matters ordinarily covered by accountants153 “comfort letters” to underwriters in
connection with registered public offerings;

(e) (i) Neither the Company nor any of its subsidiaries shall have sustained
since the date of the latest audited financial statements included or
incorporated by reference in the Pricing Disclosure Package and the Prospectus
any loss or interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Pricing Prospectus, and (ii) since the respective dates as
of which information is given in the Pricing Disclosure Package and the
Prospectus there shall not have been any change in the capital stock or
long-term debt of the Company or any of its subsidiaries or any change, or any
development involving a prospective change, in or affecting the general affairs,
management, financial position, stockholders153 equity or results of operations of
the Company and its subsidiaries, otherwise than as set forth or contemplated in
the Pricing Disclosure Package and the Prospectus, the effect of which, in any
such case described in clause (i) or (ii), is in your judgment so material and
adverse as to make it impracticable or inadvisable to proceed with the public
offering, sale or the delivery of the Securities on the terms and in the manner
contemplated in the Prospectus;

(f) On or after the Applicable Time (i) no downgrading shall have occurred in
the rating accorded the Company153s debt securities by any “nationally recognized
statistical rating organization,” as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall
have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company153s debt securities;

(g) On or after the Applicable Time there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a suspension or material
limitation in trading in the Company153s securities on the New York Stock
Exchange; (iii) a general moratorium on commercial banking activities declared
by either Federal or New York State authorities or a material disruption in
commercial banking or securities settlement or clearance services in the United
States; (iv) the outbreak or escalation of hostilities involving the United
States or the declaration by the United States of a national emergency or war;
or (v) the occurrence of any other calamity or crisis or any change in
financial, political or economic conditions in the United States or elsewhere,
if the effect of any such event specified in clause (iv) or (v) in your judgment
makes it impracticable or inadvisable to proceed with the public offering, sale
or the delivery of the Securities on the terms and in the manner contemplated in
the Prospectus;

(h) The Company shall have complied with the provisions of Section 5(e)
hereof with respect to the furnishing of prospectuses on the second New York
Business Day succeeding the date of this Agreement; and

(i) The Company shall have furnished or caused to be furnished to you at the
Time of Delivery certificates of officers of the Company satisfactory to you as
to the accuracy of the representations and warranties of the Company herein at
and as of such time, as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to such time, as to the
matters set forth in subsections (a) and (e) of this Section 8 and as to such
other matters as you may reasonably request.

9. (a) The Company will indemnify and hold harmless each Underwriter against
any losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, the Basic Prospectus, any
Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any
amendment or supplement thereto, any Issuer Free Writing Prospectus or any
“issuer information” filed or required to be filed pursuant to Rule 433(d) under
the Act, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each Underwriter for
any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration Statement, the Basic
Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the
Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing
Prospectus, in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through the Representatives
expressly for use therein.

(b) Each Underwriter will indemnify and hold harmless the Company against any
losses, claims, damages or liabilities to which the Company may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the
Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or
any Issuer Free Writing Prospectus, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the
Pricing Prospectus or the Prospectus or any such amendment or supplement
thereto, or any Issuer Free Writing Prospectus, in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Representatives expressly for use therein; and will reimburse the
Company for any legal or other expenses reasonably incurred by the Company in
connection with investigating or defending any such action or claim as such
expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party.

(d) If the indemnification provided for in this Section 9 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Securities. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law or if the
indemnified party failed to give the notice required under subsection (c) above,
then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company on the one
hand and the Underwriters on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total underwriting discounts and commissions received
by the Underwriters, in each case as set forth in the table on the cover page of
the Prospectus. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or the Underwriters on the
other and the parties153 relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
the Underwriters agree that it would not be just and equitable if contribution
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to above in this subsection (d). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (d) shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters153 obligations in this subsection
(d) to contribute are several in proportion to their respective underwriting
obligations and not joint.

(e) The obligations of the Company under this Section 9 shall be in addition
to any liability which the Company may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Underwriter
within the meaning of the Act and each broker-dealer affiliate of any
Underwriter; and the obligations of the Underwriters under this Section 9 shall
be in addition to any liability which the respective Underwriters may otherwise
have and shall extend, upon the same terms and conditions, to each officer and
director of the Company and to each person, if any, who controls the Company
within the meaning of the Act.

10. (a) If any Underwriter shall default in its obligation to purchase the
Securities which it has agreed to purchase hereunder, you may in your discretion
arrange for you or another party or other parties to purchase such Securities on
the terms contained herein. If within thirty-six hours after such default by any
Underwriter you do not arrange for the purchase of such Securities, then the
Company shall be entitled to a further period of thirty-six hours within which
to procure another party or other parties satisfactory to you to purchase such
Securities on such terms. In the event that, within the respective prescribed
periods, you notify the Company that you have so arranged for the purchase of
such Securities, or the Company notifies you that it has so arranged for the
purchase of such Securities, you or the Company shall have the right to postpone
the Time of Delivery for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in your opinion may thereby be
made necessary. The term “Underwriter” as used in this Agreement shall include
any person substituted under this Section 10 with like effect as if such person
had originally been a party to this Agreement with respect to such Securities.

(b) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate principal amount of Securities
which remains unpurchased is ten percent or less of the aggregate principal
amount of all the Securities, then the Company shall have the right to require
each non-defaulting Underwriter to purchase the principal amount of Securities
which such Underwriter agreed to purchase hereunder and, in addition, to require
each non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Securities which such Underwriter agreed to purchase
hereunder) of the Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the
Securities of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate principal amount of Securities
which remains unpurchased exceeds ten percent of the aggregate principal amount
of all the Securities, or if the Company shall not exercise the right described
in subsection (b) above to require non-defaulting Underwriters to purchase
Securities of a defaulting Underwriter or Underwriters, then this Agreement
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 7 hereof and the indemnity and
contribution agreements in Section 9 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

11. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.

12. If this Agreement shall be terminated pursuant to Section 10 hereof, the
Company shall not then be under any liability to any Underwriter except as
provided in Sections 7 and 9 hereof; but, if for any other reason, the
Securities are not delivered by or on behalf of the Company as provided herein,
the Company will reimburse the Underwriters through you for all out of pocket
expenses approved in writing by you, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of the Securities, but the Company shall then be
under no further liability to any Underwriter except as provided in Sections 7
and 9 hereof.

13. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly as the representatives.

All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Citigroup Global
Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General
Counsel, facsimile number (212) 816-7912, J.P. Morgan Securities LLC, 383
Madison Avenue, New York, New York 10179, Attention: High Grade Syndicate Desk :
8th floor, facsimile number (212) 834-6081 and Wells Fargo Securities, LLC, 301
South College Street, 6th Floor, Charlotte, North Carolina 28202, Attention:
Transaction Management, facsimile number (704) 383-9165; and if to the Company
shall be delivered or sent by mail, telex or facsimile transmission to the
address of the Company set forth in the Registration Statement, Attention:
Secretary; provided, however, that any notice to an Underwriter pursuant to
Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile
transmission to such Underwriter at its address set forth in its Underwriters153
Questionnaire, or telex constituting such Questionnaire, which address will be
supplied to the Company by you upon request. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to
obtain, verify and record information that identifies their respective clients,
including the Company, which information may include the name and address of
their respective clients, as well as other information that will allow the
Underwriters to properly identify their respective clients.

14. This Agreement shall be binding upon, and inure solely to the benefit of,
the Underwriters, the Company and, to the extent provided in Sections 9 and 11
hereof, the officers and directors of the Company and each person who controls
the Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Securities from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.

15. Time shall be of the essence of this Agreement. As used herein, the term
“business day” shall mean any day when the Commission153s office in Washington,
D.C. is open for business.

16. The Company acknowledges and agrees that (i) the purchase and sale of the
Securities pursuant to this Agreement is an arm153s-length commercial transaction
between the Company, on the one hand, and the several Underwriters, on the
other, (ii) in connection therewith and with the process leading to such
transaction, each Underwriter is acting solely as a principal and not the agent
or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or
fiduciary responsibility in favor of the Company with respect to the offering
contemplated hereby or the process leading thereto (irrespective of whether such
Underwriter has advised or is currently advising the Company on other matters)
or any other obligation to the Company except the obligations expressly set
forth in this Agreement and (iv) the Company has consulted its own legal and
financial advisors to the extent it deemed appropriate. The Company agrees that
it will not claim that the Underwriters, or any of them, has rendered advisory
services of any nature or respect, or owes a fiduciary or similar duty to the
Company, in connection with such transaction or the process leading thereto.

17. This Agreement supersedes all prior agreements and understandings
(whether written or oral) between the Company and the Underwriters, or any of
them, with respect to the subject matter hereof.

18. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.

19. The Company and each of the Underwriters hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.

20. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such respective counterparts shall together constitute one and the same
instrument.

21. Notwithstanding anything herein to the contrary, the Company is
authorized to disclose to any persons the U.S. federal and state income tax
treatment and tax structure of the potential transaction and all materials of
any kind (including tax opinions and other tax analyses) provided to the Company
relating to that treatment and structure, without the Underwriters imposing any
limitation of any kind. However, any information relating to the tax treatment
and tax structure shall remain confidential (and the foregoing sentence shall
not apply) to the extent necessary to enable any person to comply with
securities laws. For this purpose, “tax structure” is limited to any facts that
may be relevant to that treatment.

If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and each of the Representatives plus one for
each counsel counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Underwriters and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Underwriters is pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Company for
examination upon request, but without warranty on your part as to the authority
of the signers thereof.

	Very truly yours,

	The Clorox Company

	By:	/s/ Charles R. Conradi
		Name: Charles R. Conradi
		Title: Vice President : Treasurer

Accepted as of the date hereof:

Citigroup Global Markets Inc.

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

For itself and as representatives of the several

Underwriters names in Schedule I hereto.

Citigroup Global Markets Inc.

By:	/s/ Brian D. Bednarski
	Name: Brian D. Bednarski
	Title: Managing Director


J.P. Morgan Securities LLC

By:	/s/ Robert Bottamedi
	Name: Robert Bottamedi
	Title: Vice President


Wells Fargo Securities, LLC

By:	/s/ Carolyn Hurley
	Name: Carolyn Hurley
	Title: Director

SCHEDULE I

Underwriter		Principal Amount of Securities to be Purchased
Citigroup Global Markets Inc.		$66,000,000
J.P. Morgan Securities LLC		66,000,000
Wells Fargo Securities, LLC		66,000,000
BNP Paribas Securities Corp.		24,000,000
Goldman, Sachs & Co.		24,000,000
Mitsubishi UFJ Securities (USA), Inc.		24,000,000
Blaylock Robert Van, LLC		6,000,000
Fifth Third Securities, Inc.		6,000,000
Morgan Stanley & Co. LLC		6,000,000
PNC Capital Markets LLC		6,000,000
The Williams Capital Group, L.P.		6,000,000

Total		$300,000,000

SCHEDULE II

(a) Issuer Free Writing Prospectuses:

– Final Term Sheet dated November 14, 2011

SCHEDULE III

Each indenture, contract, lease, mortgage, deed of trust, note agreement,
loan agreement or other agreement, obligation, condition, covenant or instrument
with respect to which a default by the Company could reasonably be expected to
have a Material Adverse Effect:

– Amended and Restated Joint Venture Agreement dated as of January
31, 2003, between The Glad Products Company and certain affiliates and The
Procter and Gamble Company and certain affiliates

– Indenture, dated as of October 9, 2007, by and between the Company
and The Bank of New York Trust Company, N.A., as Trustee

– Indenture, dated as of December 3, 2004, by and between the Company
and The Bank of New York Trust Company, N.A., as Trustee

– Credit Agreement, dated as of April 16, 2008 among The Clorox
Company, the banks listed therein, JPMorgan Chase Bank, N.A., Citicorp USA, Inc.
and Wachovia Bank, N.A. as Administrative Agents, Citicorp USA, Inc. as
Servicing Agent and The Bank of Tokyo-Mitsubishi UFJ, Ltd. and BNP Paribas as
Documentation Agents.

– Amendment No. 1 to Credit Agreement, dated as of April 2, 2009
among The Clorox Company, the banks listed therein, Citicorp USA, JPMorgan Chase
Bank, N.A., Wachovia Bank, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., BNP
Paribas, Lehman Brothers Bank, FSB, William Street LLC, Wells Fargo Bank, N.A.,
PNC Bank, N.A., The Northern Trust Company and Fifth Third Bank.

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