CLOROX CO /DE/
CP DEALER AGMT. (GOLDMAN SACHS)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10-3.htm
<DESCRIPTION>CP DEALER AGMT. (GOLDMAN SACHS)
<TEXT>
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<title>Between:</title>
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<div>
<p align="center"><b><font size="3" face=
"Times New Roman">Commercial Paper Dealer Agreement</font></b></p>

<p align="center"><b><font size="3" face=
"Times New Roman">between</font></b></p>

<p align="center"><b><font size="3" face="Times New Roman">The
Clorox Company, as Issuer</font></b></p>

<p align="center"><b><font size="3" face=
"Times New Roman">and</font></b></p>

<p align="center"><b><font size="3" face="Times New Roman">Goldman,
Sachs &amp; Co.</font></b><b><font size="3">, as
Dealer</font></b></p>

<p align="center"><font size="2" face="Times New Roman"></font></p>

<p><font size="2" face="Times New Roman">Concerning Notes to be
issued pursuant to an Issuing and Paying Agency Agreement dated as
of</font></p>

<p><font size="2" face="Times New Roman">November 10, 2004 between
the Issuer and JPMorgan Trust Company, National Association, as
Issuing and Paying Agent.</font></p>

<p align="center"><b><font size="2" face=
"Times New Roman"></font></b></p>

<p align="center"><b><font size="2" face="Times New Roman">Dated as
of November 10, 2004</font></b></p>

<p align="center"><b><font size="2" face=
"Times New Roman">Commercial Paper Dealer Agreement</font></b></p>

<p align="center"><b><font size="2" face="Times New Roman">4(2)
Program</font></b></p>

<p><font size="2" face="Times New Roman">This agreement (the
&ldquo;Agreement&rdquo;) sets forth the understandings between the
Issuer and the Dealer, each named on the cover page hereof, in
connection with the issuance and sale by the Issuer of its
short-term promissory notes (the &ldquo;Notes&rdquo;) through the
Dealer.</font></p>

<p><font size="2" face="Times New Roman">Certain terms used in this
Agreement are defined in Section 6 hereof.</font></p>

<p><font size="2" face="Times New Roman">The Addendum to this
Agreement, and any Annexes or Exhibits described in this Agreement
or such Addendum, are hereby incorporated into this Agreement and
made fully a part hereof.</font></p>

<p><font size="3">Offers, Sales and Resales of Notes.</font></p>

<p><font size="2" face=
"Times New Roman">1.1&nbsp;&nbsp;&nbsp;&nbsp; While (i) the Issuer
has and shall have no obligation to sell the Notes to the Dealer or
to permit the Dealer to arrange any sale of the Notes for the
account of the Issuer, and (ii) the Dealer has and shall have no
obligation to purchase the Notes from the Issuer or to arrange any
sale of the Notes for the account of the Issuer, the parties hereto
agree that in any case where the Dealer purchases Notes from the
Issuer, or arranges for the sale of Notes by the Issuer, such Notes
will be purchased or sold by the Dealer in reliance on the
representations, warranties, covenants and agreements of the Issuer
contained herein or made pursuant hereto and on the terms and
conditions and in the manner provided herein.</font></p>

<p><font size="2" face=
"Times New Roman">1.2&nbsp;&nbsp;&nbsp;&nbsp; So long as this
Agreement shall remain in effect, and in addition to the
limitations contained in Section 1.7 hereof, the Issuer shall not,
without the consent of the Dealer, offer, solicit or accept offers
to purchase, or sell, any Notes except (a) in transactions with one
or more dealers which may from time to time after the date hereof
become dealers with respect to the Notes by executing with the
Issuer one or more agreements which contain provisions
substantially identical to those contained in Section 1 of this
Agreement, of which the Issuer hereby undertakes to provide the
Dealer prompt notice or (b) in transactions with the other dealers
listed on the Addendum hereto, which are executing agreements with
the Issuer which contain provisions substantially identical to
Section 1 of this Agreement contemporaneously herewith.&nbsp; In no
event shall the Issuer offer, solicit or accept offers to purchase,
or sell, any Notes directly on its own behalf in transactions with
persons other than broker-dealers as specifically permitted in this
Section 1.2.</font></p>

<p><font size="2" face=
"Times New Roman">1.3&nbsp;&nbsp;&nbsp;&nbsp; The Notes shall be in
a minimum denomination of $250,000 or integral multiples of $1,000
in excess thereof, will bear such interest rates, if interest
bearing, or will be sold at such discount from their face amounts,
as shall be agreed upon by the Dealer and the Issuer, shall have a
maturity not exceeding 397 days from the date of issuance and may
have such terms as are specified in the Private Placement
Memorandum. The Notes shall not contain any provision for
extension, renewal or automatic &ldquo;rollover.&rdquo;</font></p>

<p><font size="2" face=
"Times New Roman">1.4&nbsp;&nbsp;&nbsp;&nbsp; The authentication
and issuance of, and payment for, the Notes shall be effected in
accordance with the Issuing and Paying Agency Agreement, and the
Notes shall be either individual physical certificates or
book-entry notes evidenced by one or more master notes (each, a
&ldquo;Master Note&rdquo;) registered in the name of The Depository
Trust Company (&ldquo;DTC&rdquo;) or its nominee, in the form or
forms annexed to the Issuing and Paying Agency
Agreement.</font></p>

<p><font size="2" face=
"Times New Roman">1.5&nbsp;&nbsp;&nbsp;&nbsp; If the Issuer and the
Dealer shall agree on the terms of the purchase of any Note by the
Dealer or the sale of any Note arranged by the Dealer (including,
but not limited to, agreement with respect to the date of issue,
purchase price, principal amount, maturity and interest rate or
interest rate index and margin (in the case of interest-bearing
Notes) or discount thereof (in the case of Notes issued on a
discount basis), and appropriate compensation for the
Dealer&rsquo;s services hereunder) pursuant to this Agreement, the
Issuer shall cause such Note to be issued and delivered in
accordance with the terms of the Issuing and Paying Agency
Agreement and payment for such Note shall be made by the purchaser
thereof, either directly or through the Dealer, to the Issuing and
Paying Agent, for the account of the Issuer.&nbsp; Except as
otherwise agreed, in the event that the Dealer is acting as an
agent and a purchaser shall either fail to accept delivery of or
make payment for a Note on the date fixed for settlement, the
Dealer shall promptly notify the Issuer, and if the Dealer has
theretofore paid the Issuer for the Note, the Issuer will promptly
return such funds to the Dealer against its return of the Note to
the Issuer, in the case of a certificated Note, and upon notice of
such failure in the case of a book-entry Note.&nbsp; If such
failure occurred for any reason other than default by the Dealer,
the Issuer shall reimburse the Dealer on an equitable basis for the
Dealer&rsquo;s loss of the use of such funds for the period such
funds were credited to the Issuer&rsquo;s account.</font></p>

<p><font size="2" face=
"Times New Roman">1.6&nbsp;&nbsp;&nbsp;&nbsp; The Dealer and the
Issuer hereby establish and agree to observe the following
procedures in connection with offers, sales and subsequent resales
or other transfers of the Notes:</font></p>

<p>Offers and sales of the Notes by or through the Dealer shall be
made only to: (i) investors reasonably believed by the Dealer to be
Qualified Institutional Buyers, Institutional Accredited Investors
or Sophisticated Individual Accredited Investors and (ii) non-bank
fiduciaries or agents that will be purchasing Notes for one or more
accounts, each of which is reasonably believed by the Dealer to be
an Institutional Accredited Investor or Sophisticated Individual
Accredited Investor.</p>

<p>Resales and other transfers of the Notes by the holders thereof
shall be made only in accordance with the restrictions in the
legend described in clause (e) below.</p>

<p>No general solicitation or general advertising shall be used in
connection with the offering of the Notes.&nbsp; Without limiting
the generality of the foregoing, without the prior written approval
of the Dealer, the Issuer shall not issue any press release or
place or publish any &ldquo;tombstone&rdquo; or other advertisement
relating to the Notes.</p>

<p>No sale of Notes to any one purchaser shall be for less than
$250,000 principal or face amount, and no Note shall be issued in a
smaller principal or face amount.&nbsp; If the purchaser is a
non-bank fiduciary acting on behalf of others, each person for whom
such purchaser is acting must purchase at least $250,000 principal
or face amount of Notes.</p>

<p>Offers and sales of the Notes by the Issuer through the Dealer
acting as agent for the Issuer shall be made in accordance with
Rule 506 under the Securities Act, and shall be subject to the
restrictions described in the legend appearing on Exhibit A
hereto.&nbsp; A legend substantially to the effect of such Exhibit
A shall appear as part of the Private Placement Memorandum used in
connection with offers and sales of Notes hereunder, as well as on
each individual certificate representing a Note and each Master
Note representing book-entry Notes offered and sold pursuant to
this Agreement.</p>

<p>The Dealer shall furnish or shall have furnished to each
purchaser of Notes for which it has acted as the Dealer a copy of
the then-current Private Placement Memorandum unless such purchaser
has previously received a copy of the Private Placement Memorandum
as then in effect.&nbsp; The Private Placement Memorandum shall
expressly state that any person to whom Notes are offered shall
have an opportunity to ask questions of, and receive information
from, the Issuer and the Dealer and shall provide the names,
addresses and telephone numbers of the persons from whom
information regarding the Issuer may be obtained.</p>

<p>The Issuer agrees, for the benefit of the Dealer and each of the
holders and prospective purchasers from time to time of the Notes
that, if at any time the Issuer shall not be subject to Section 13
or 15(d) of the Exchange Act, the Issuer will furnish, upon request
and at its expense, to the Dealer and to holders and prospective
purchasers of Notes information required by Rule 144A(d)(4)(i) in
compliance with Rule 144A(d).</p>

<p>In the event that any Note offered or to be offered by the
Dealer would be ineligible for resale under Rule 144A, the Issuer
shall immediately notify the Dealer (by telephone, confirmed in
writing) of such fact and shall promptly prepare and deliver to the
Dealer an amendment or supplement to the Private Placement
Memorandum describing the Notes that are ineligible, the reason for
such ineligibility and any other relevant information relating
thereto.</p>

<p>The Issuer represents that it is currently issuing, and expects
to continue to issue, commercial paper in the United States market
in reliance upon, and in compliance with, the exemption provided by
Section 3(a)(3) of the Securities Act.&nbsp; In that connection,
the Issuer agrees that (a) the proceeds from the sale of the Notes
will be segregated from the proceeds of the sale of any such
commercial paper by being placed in a separate account; (b) the
Issuer will institute appropriate corporate procedures to ensure
that the offers and sales of notes issued by the Issuer pursuant to
the Section 3(a)(3) exemption are not integrated with offerings and
sales of Notes hereunder; and (c) the Issuer will comply with each
of the requirements of Section 3(a)(3) of the Securities Act in
selling commercial paper or other short-term debt securities other
than the Notes in the United States.</p>

<p><font size="2" face="Times New Roman">(j) The Issuer hereby
agrees that, not later than 15 days after the first sale of Notes
as contemplated by this Agreement, it will file with the SEC a
notice on Form D in accordance with Rule 503 under the Securities
Act and that it will thereafter file such amendments to such notice
as Rule 503 may require.</font></p>

<p><font size="2" face=
"Times New Roman">1.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Issuer hereby represents and warrants to the Dealer, in connection
with offers, sales and resales of Notes, as follows:</font></p>

<p>The Issuer hereby confirms to the Dealer that (except as
permitted by Section 1.6(i)) within the preceding six months
neither the Issuer nor any person other than the Dealer or the
other dealers referred to in Section 1.2 hereof acting on behalf of
the Issuer has offered or sold any Notes, or any substantially
similar security of the Issuer (including, without limitation,
medium-term notes issued by the Issuer), to, or solicited offers to
buy any such security from, any person other than the Dealer or the
other dealers referred to in Section 1.2 hereof.&nbsp; The Issuer
also agrees that (except as permitted by Section 1.6(i)), as long
as the Notes are being offered for sale by the Dealer and the other
dealers referred to in Section 1.2 hereof as contemplated hereby
and until at least six months after the offer of Notes hereunder
has been terminated, neither the Issuer nor any person other than
the Dealer or the other dealers referred to in Section 1.2 hereof
(except as contemplated by Section 1.2 hereof) will offer the Notes
or any substantially similar security of the Issuer for sale to, or
solicit offers to buy any such security from, any person other than
the Dealer or the other dealers referred to in Section 1.2 hereof,
it being understood that such agreement is made with a view to
bringing the offer and sale of the Notes within the exemption
provided by Section 4(2) of the Securities Act and Rule 506
thereunder and shall survive any termination of this
Agreement.&nbsp; The Issuer hereby represents and warrants that it
has not taken or omitted to take, and will not take or omit to
take, any action that would cause the offering and sale of Notes
hereunder to be integrated with any other offering of securities,
whether such offering is made by the Issuer or some other party or
parties, under circumstances that would cause the offering and sale
of the Notes by the Issuer to fail to be exempt under Section 4(2)
of the Securities Act.</p>

<p>The Issuer intends to use a portion of the proceeds from the
sale of the Notes for the repurchase of the Issuer&rsquo;s
securities, which repurchase will be deemed &ldquo;buying, carrying
or trading securities&rdquo; within the meaning of Regulation T and
the interpretations thereunder by the Board of Governors of the
Federal Reserve System.&nbsp; The Issuer shall notify the Dealer at
such time that the proceeds from the sale of Notes will not be used
for the repurchase of the Issuer&rsquo;s securities.&nbsp; In the
event that the Issuer again determines to use proceeds from the
Sale of the Notes for the purpose of buying, carrying or trading
securities, whether in connection with an acquisition of another
company or otherwise, the Issuer shall give the Dealer at least
five business days&rsquo; prior written notice to that
effect.&nbsp; The Issuer shall also give the Dealer prompt notice
of the actual date that it commences to purchase securities with
the proceeds of the Notes.&nbsp; Thereafter, in the event that the
Dealer purchases Notes as principal and does not resell such Notes
on the day of such purchase, to the extent necessary to comply with
Regulation T and the interpretations thereunder, the Dealer will
sell such Notes either (i) only to offerees it reasonably believes
to be Qualified Institutional Buyers or to Qualified Institutional
Buyers it reasonably believes are acting for other Qualified
Institutional Buyers, in each case in accordance with Rule 144A or
(ii) in a manner which would not cause a violation of Regulation T
and the interpretations thereunder.</p>

<p><font size="3">Representations and Warranties of
Issuer.</font></p>

<p><font size="2" face=
"Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Issuer
represents and warrants that:</font></p>

<p>The Issuer is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction of its
incorporation and has all the requisite power and authority to
execute, deliver and perform its obligations under the Notes, this
Agreement and the Issuing and Paying Agency Agreement.</p>

<p>This Agreement and the Issuing and Paying Agency Agreement have
been duly authorized, executed and delivered by the Issuer and
constitute legal, valid and binding obligations of the Issuer
enforceable against the Issuer in accordance with their terms,
subject to applicable bankruptcy, insolvency and similar laws
affecting creditors&rsquo; rights generally, and subject, as to
enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at
law).</p>

<p>The Notes have been duly authorized, and when issued as provided
in the Issuing and Paying Agency Agreement, will be duly and
validly issued and will constitute legal, valid and binding
obligations of the Issuer enforceable against the Issuer in
accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors&rsquo; rights
generally, and subject, as to enforceability, to general principles
of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).</p>

<p>Assuming compliance by the Dealer with the procedures applicable
to it set forth in Section 1 hereof, the offer and sale of the
Notes in the manner contemplated hereby do not require registration
of the Notes under the Securities Act, pursuant to the exemption
from registration contained in Section 4(2) thereof and Regulation
D thereunder, and no indenture in respect of the Notes is required
to be qualified under the Trust Indenture Act of 1939, as
amended.</p>

<p>The Notes will rank at least pari passu with all other unsecured
and unsubordinated indebtedness of the Issuer.</p>

<p>Assuming compliance by the Dealer with the procedures applicable
to it set forth in Section 1 hereof, no consent or action of, or
filing or registration with, any governmental or public regulatory
body or authority, including the SEC, is required to authorize, or
is otherwise required in connection with the execution, delivery or
performance of, this Agreement, the Notes or the Issuing and Paying
Agency Agreement, except (i) as may be required by the securities
or Blue Sky laws of the various states in connection with the offer
and sale of the Notes and (ii) as provided in Section 1.6(j)
hereof.</p>

<p>Neither the execution and delivery of this Agreement and the
Issuing and Paying Agency Agreement, nor the issuance of the Notes
in accordance with the Issuing and Paying Agency Agreement, nor the
fulfillment of or compliance with the terms and provisions hereof
or thereof by the Issuer, will (i) result in the creation or
imposition of any mortgage, lien, charge or encumbrance of any
nature whatsoever upon any of the properties or assets of the
Issuer, or (ii) violate or result in a breach or a default under
any of the terms of the Issuer&rsquo;s charter documents or
by-laws, any contract or instrument to which the Issuer is a party
or by which it or its property is bound, or any law or regulation,
or any order, writ, injunction or decree of any court or government
instrumentality, to which the Issuer is subject or by which it or
its property is bound, which breach or default, in each case, could
reasonably be expected to have a material adverse effect on the
financial condition or results of operations of the Issuer and its
subsidiaries taken as a whole or the ability of the Issuer to
perform its obligations under this Agreement, the Notes or the
Issuing and Paying Agency Agreement.</p>

<p>Except as disclosed in the Company Information, there is no
litigation or governmental proceeding pending, or to the knowledge
of the Issuer threatened, against or affecting the Issuer or any of
its subsidiaries which might result in a material adverse change in
the financial condition or results of operations of the Issuer and
its subsidiaries taken as a whole or the ability of the Issuer to
perform its obligations under this Agreement, the Notes or the
Issuing and Paying Agency Agreement.</p>

<p>The Issuer is not an &ldquo;investment company&rdquo; within the
meaning of the Investment Company Act of 1940, as amended.</p>

<p>Neither the Private Placement Memorandum nor the Company
Information contains any untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.</p>

<p>Each (a) issuance of Notes by the Issuer hereunder and (b)
amendment or supplement of the Private Placement Memorandum shall
be deemed a representation and warranty by the Issuer to the
Dealer, as of the date thereof, that, both before and after giving
effect to such issuance and after giving effect to such amendment
or supplement, (i) the representations and warranties given by the
Issuer set forth in this Section 2 remain true and correct on and
as of such date as if made on and as of such date, (ii) in the case
of an issuance of Notes, the Notes being issued on such date have
been duly and validly issued and constitute legal, valid and
binding obligations of the Issuer, enforceable against the Issuer
in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors&rsquo; rights
generally and subject, as to enforceability, to general principles
of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law), and (iii) in the case of an
issuance of Notes, since the date of the most recent Private
Placement Memorandum, there has been no material adverse change in
the financial condition or results of operations of the Issuer and
its subsidiaries taken as a whole which has not been disclosed to
the Dealer in writing.</p>

<p><font size="3">Covenants and Agreements of Issuer.</font></p>

<p><font size="2" face=
"Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Issuer
covenants and agrees that:</font></p>

<p>The Issuer will give the Dealer prompt notice (but in any event
prior to any subsequent issuance of Notes hereunder) of any
amendment to, modification of or waiver with respect to, the Notes
or the Issuing and Paying Agency Agreement, including a complete
copy of any such amendment, modification or waiver.</p>

<p>(a) The Issuer shall not request the Dealer to place or purchase
Notes whenever there shall have occurred any event that could
reasonably be expected to have a material adverse effect on the
financial condition or results of operations of the Issuer and its
subsidiaries taken as a whole<font color="black">that would effect
the Issuer&rsquo;s ability</font> to perform its obligations under
this Agreement or the Notes (including any downgrading or receipt
of any notice of intended or potential downgrading or any review
for potential change in the rating accorded any of the
Issuer&rsquo;s securities by any nationally recognized statistical
rating organization which has published a rating of the Notes), and
shall promptly, and in any event prior to any subsequent issuance
of Notes hereunder, notify the Dealer (by telephone, confirmed in
writing) of such change, development or occurrence.&nbsp; (b) The
notice (including its contents) required by Section 3.2(a) shall be
subject to Section 4.4.</p>

<p>(a)&nbsp; The Issuer shall from time to time furnish to the
Dealer such information as the Dealer may reasonably request,
including, without limitation, any press releases or material
provided by the Issuer to any national securities exchange or
rating agency, regarding (i) the Issuer&rsquo;s operations and
financial condition, (ii) the due authorization and execution of
the Notes and (iii) the Issuer&rsquo;s ability to pay the Notes as
they mature.&nbsp; (b) The Company shall specifically identify
which information provided pursuant to Section 3.3(a) is deemed
&ldquo;non-public.&rdquo; Any &ldquo;non-public&rdquo; information
provided by the Issuer to the Dealer pursuant to Section 3.3(a)
shall be subject to Section 4.4.</p>

<p>The Issuer will take all such action as the Dealer may
reasonably request to ensure that each offer and each sale of the
Notes will comply with any applicable state Blue Sky laws;
provided, however, that the Issuer shall not be obligated to file
any general consent to service of process or to qualify as a
foreign corporation in any jurisdiction in which it is not so
qualified or subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so
subject.</p>

<p>The Issuer will not be in default of any of its obligations
hereunder, under the Notes or under the Issuing and Paying Agency
Agreement, at any time that any of the Notes are outstanding.</p>

<p>The Issuer shall not issue Notes hereunder until the Dealer
shall have received (a) an opinion of counsel to the Issuer,
addressed to the Dealer, satisfactory in form and substance to the
Dealer, (b) a copy of the executed Issuing and Paying Agency
Agreement as then in effect, (c) a copy of resolutions adopted by
the Board of Directors of the Issuer, satisfactory in form and
substance to the Dealer and certified by the Secretary or similar
officer of the Issuer, authorizing execution and delivery by the
Issuer of this Agreement, the Issuing and Paying Agency Agreement
and the Notes and consummation by the Issuer of the transactions
contemplated hereby and thereby, (d) prior to the issuance of any
book-entry Notes represented by a master note registered in the
name of DTC or its nominee, a copy of the executed Letter of
Representations among the Issuer, the Issuing and Paying Agent and
DTC and of the executed master note, (e) prior to the issuance of
any Notes in physical form, a copy of such form (unless attached to
this Agreement or the Issuing and Paying Agency Agreement) and (f)
such other certificates, opinions, letters and documents as the
Dealer shall have reasonably requested.</p>

<p>The Issuer shall reimburse the Dealer for all of the
Dealer&rsquo;s out-of-pocket expenses related to this Agreement,
including expenses incurred in connection with its preparation and
negotiation, and the transactions contemplated hereby (including,
but not limited to, the printing and distribution of the Private
Placement Memorandum), and, if applicable, for the reasonable fees
and out-of-pocket expenses of the Dealer&rsquo;s counsel, not to
exceed $5,000.</p>

<p><font size="3">Disclosure.</font></p>

<p>The Private Placement Memorandum and its contents (other than
the Dealer Information) shall be the sole responsibility of the
Issuer.&nbsp; The Private Placement Memorandum shall contain a
statement expressly offering an opportunity for each prospective
purchaser to ask questions of, and receive answers from, the Issuer
concerning the offering of Notes and to obtain relevant additional
information which the Issuer possesses or can acquire without
unreasonable effort or expense.</p>

<p>The Issuer agrees to promptly furnish the Dealer the Company
Information as it becomes available.</p>

<p>(a)&nbsp; The Issuer further agrees to notify the Dealer
promptly upon the occurrence of any event relating to or affecting
the Issuer that would cause the Company Information then in
existence to include an untrue statement of a material fact or to
omit to state a material fact necessary in order to make the
statements contained therein, in light of the circumstances under
which they are made, not misleading. Any notice (including its
contents) required to be given by the Issuer pursuant to this
Section 4.3 (a) shall be subject to Section 4.4.&nbsp;
Notwithstanding the foregoing, the Issuer shall have no obligation
to so notify the Dealer if (i) the Issuer has temporarily suspended
offers and sales of the Notes and has given the Dealer written
notice of such suspension, and (ii) there are no Notes
outstanding.&nbsp; In the event that the Issuer wishes to resume
offers and sales of the Notes, it shall, at least five (5) business
days prior to the proposed effective date of such resumption, (i)
give the Dealer written notice thereof, and (ii) either (x) confirm
that the then current Private Placement Memorandum and Company
Information do not violate the representation contained in Section
2.10 of this Agreement, or (y) if the representation contained in
Section 2.10 cannot be made, provide to the Dealer an updated
Private Placement Memorandum that will permit the representation to
be made.</p>

<p><font size="2">In the event that the Issuer gives the Dealer
notice pursuant to Section 4.3(a) and the Dealer notifies the
Issuer that it then has Notes it is holding in inventory, (i) the
Issuer agrees promptly to supplement or amend the Private Placement
Memorandum so that the Private Placement Memorandum, as amended or
supplemented, shall not contain an untrue statement of a material
fact or omit to state a material fact necessary in order to make
the statements therein, in light of the circumstances under which
they were made, not misleading, and the Issuer shall make such
supplement or amendment available to the Dealer or (ii) if the
Issuer chooses not to promptly amend or supplement the Private
Placement Memorandum, the Issuer shall, if required by the Dealer,
purchase from the Dealer any such Notes held in inventory at a
price equal to the face amount thereof discounted on a ratable
basis based on the Issuer&rsquo;s market rate reflecting the
remaining period until maturity in relation to the original term,
provided that no commissions or fees will be paid to such Dealer in
connection with any such repurchase pursuant to this Section
4.3(b)(ii).&nbsp; Any sales by Dealer to Issuer pursuant to Section
4.3(b)(ii) will be on a T+2 settlement basis, unless otherwise
agreed to in writing between Dealer and Issuer.<b></b></font></p>

<p><font size="2">In the event that (i) the Issuer gives the Dealer
notice pursuant to Section 4.3(a), (ii)&nbsp;the Dealer does not
notify the Issuer that it is then holding Notes in inventory and
(iii)&nbsp;the Issuer chooses not to promptly amend or supplement
the Private Placement Memorandum in the manner described in clause
(b) above, then all solicitations and sales of Notes shall be
suspended until such time as the Issuer has so amended or
supplemented the Private Placement Memorandum, and made such
amendment or supplement available to the Dealer.</font></p>

<p><font size="2" face="Times New Roman">4.4&nbsp; (a)</font>
Without the prior consent of the Issuer, and except as otherwise
required by applicable law, rule or regulation or by subpoena or
request by a legislative, judicial or regulatory body, Dealer shall
keep the notices (and contents thereof) provided by Issuer to
Dealer pursuant to Sections 3.2(a) and 4.3(a) (collectively, the
&ldquo;Notices&rdquo;), and the information provided by Issuer to
Dealer pursuant to Section 3.3(a) and identified by Issuer as
&ldquo;non-public&rdquo; (collectively, the &ldquo;Non-Public
Information&rdquo; and together with the Notices, the
&ldquo;Confidential Information&rdquo;) confidential, subject to
Section 4.4(b), and shall not disclose or reveal such Confidential
Information in any manner whatsoever.</p>

<p><font size="3" face=
"Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)
Confidential Information shall not include information that:
(i)&nbsp;is or becomes generally available to the public other than
as a result of any disclosure or other action or inaction by the
Dealer in breach of this Agreement; (ii) is or becomes known or
available to the Dealer on a non-confidential basis from a source
(other than the Issuer) that, to the knowledge of the Dealer, is
not prohibited from disclosing such Confidential Information to the
Dealer by a contractual, legal or fiduciary obligation owed to the
Issuer; or (iii)&nbsp;was already in the possession of the Dealer
prior to entering into this Agreement.</font></p>

<p><font size="2" face="Times New Roman"></font></p>

<p><b><font size="3" face="Times New Roman">5.&nbsp;&nbsp;
Indemnification and Contribution.</font></b></p>

<p>The Issuer will indemnify and hold harmless the Dealer, each
individual, corporation, partnership, trust, association or other
entity controlling the Dealer, any affiliate of the Dealer or any
such controlling entity and their respective directors, officers,
employees, partners, incorporators, shareholders, servants,
trustees and agents (hereinafter the &ldquo;Indemnitees&rdquo;)
against any and all liabilities, penalties, suits, causes of
action, losses, damages, claims, costs and expenses (including,
without limitation, fees and disbursements of counsel) or judgments
of whatever kind or nature (each a &ldquo;Claim&rdquo;), imposed
upon, incurred by or asserted against the Indemnitees arising out
of or based upon (i) any allegation that the Private Placement
Memorandum, the Company Information or any information provided by
the Issuer to the Dealer included (as of any relevant time) or
includes an untrue statement of a material fact or omitted (as of
any relevant time) or omits to state any material fact necessary to
make the statements therein, in light of the circumstances under
which they were made, not misleading or (ii) arising out of or
based upon the breach by the Issuer of any agreement, covenant or
representation made in or pursuant to this Agreement.&nbsp; This
indemnification shall not apply to the extent that the Claim arises
out of or is based upon (i) Dealer Information or (ii) the gross
negligence or willful misconduct of the Dealer in the performance
or failure to perform its obligations hereunder.</p>

<p>Provisions relating to claims made for indemnification under
this Section 5 are set forth on Exhibit B to this Agreement.</p>

<p>In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in this
Section 5 is held to be unavailable or insufficient to hold
harmless the Indemnitees, although applicable in accordance with
the terms of this Section 5, the Issuer shall contribute to the
aggregate costs incurred by the Dealer in connection with any Claim
in the proportion of the respective economic interests of the
Issuer and the Dealer; provided, however, that such contribution by
the Issuer shall be in an amount such that the aggregate costs
incurred by the Dealer do not exceed the aggregate of the
commissions and fees earned by the Dealer hereunder with respect to
the issue or issues of Notes to which such Claim relates.&nbsp; The
respective economic interests shall be calculated by reference to
the aggregate proceeds to the Issuer of the Notes issued hereunder
and the aggregate commissions and fees earned by the Dealer
hereunder.</p>

<p><b><font size="3" face="Times New Roman">6.&nbsp;&nbsp;
Definitions.</font></b></p>

<p>&ldquo;Claim&rdquo; shall have the meaning set forth in Section
5.1.</p>

<p>&ldquo;Company Information&rdquo; at any given time shall mean
the Private Placement Memorandum (other than the Dealer
Information) together with, to the extent applicable, (i) the
Issuer&rsquo;s most recent report on Form 10-K filed with the SEC
and each report on Form 10-Q or 8-K filed by the Issuer with the
SEC since the most recent Form 10-K, (ii) the Issuer&rsquo;s most
recent annual audited financial statements and each interim
financial statement or report prepared subsequent thereto, if not
included in item (i) above, (iii) the Issuer&rsquo;s other publicly
available recent reports, including, but not limited to, any
publicly available filings or reports provided to their respective
shareholders, (iv) any other information or disclosure prepared
pursuant to Section 4.3 hereof and (v) any information prepared or
approved by the Issuer and delivered to the Dealer in writing for
dissemination to investors or potential investors in the Notes.</p>

<p>&ldquo;Dealer Information&rdquo; shall mean material concerning
the Dealer provided by the Dealer in writing expressly for
inclusion in the Private Placement Memorandum.</p>

<p>&ldquo;Exchange Act&rdquo; shall mean the U.S. Securities
Exchange Act of 1934, as amended.</p>

<p>&ldquo;Indemnitee&rdquo; shall have the meaning set forth in
Section 5.1.</p>

<p>&ldquo;Institutional Accredited Investor&rdquo; shall mean an
institutional investor that is an accredited investor within the
meaning of Rule 501 under the Securities Act and that has such
knowledge and experience in financial and business matters that it
is capable of evaluating and bearing the economic risk of an
investment in the Notes, including, but not limited to, a bank, as
defined in Section 3(a)(2) of the Securities Act, or a savings and
loan association or other institution, as defined in Section
3(a)(5)(A) of the Securities Act, whether acting in its individual
or fiduciary capacity.</p>

<p>&ldquo;Issuing and Paying Agency Agreement&rdquo; shall mean the
issuing and paying agency agreement described on the cover page of
this Agreement, as such agreement may be amended or supplemented
from time to time.</p>

<p>&ldquo;Issuing and Paying Agent&rdquo; shall mean the party
designated as such on the cover page of this Agreement, as issuing
and paying agent under the Issuing and Paying Agency Agreement, or
any successor thereto in accordance with the Issuing and Paying
Agency Agreement.</p>

<p>&ldquo;Non-bank fiduciary or agent&rdquo; shall mean a fiduciary
or agent other than (a) a bank, as defined in Section 3(a)(2) of
the Securities Act, or (b) a savings and loan association, as
defined in Section 3(a)(5)(A) of the Securities Act.</p>

<p>&ldquo;Private Placement Memorandum&rdquo; shall mean offering
materials prepared in accordance with Section 4 (including
materials referred to therein or incorporated by reference therein,
if any) provided to purchasers and prospective purchasers of the
Notes, and shall include amendments and supplements thereto which
may be prepared from time to time in accordance with this Agreement
(other than any amendment or supplement that has been completely
superseded by a later amendment or supplement).</p>

<p>&ldquo;Qualified Institutional Buyer&rdquo; shall have the
meaning assigned to that term in Rule 144A under the Securities
Act.</p>

<p>&ldquo;Rule 144A&rdquo; shall mean Rule 144A under the
Securities Act.</p>

<p>&ldquo;SEC&rdquo; shall mean the U.S. Securities and Exchange
Commission.</p>

<p>&ldquo;Securities Act&rdquo; shall mean the U.S. Securities Act
of 1933, as amended.</p>

<p>&ldquo;Sophisticated Individual Accredited Investor&rdquo; shall
mean an individual who (a) is an accredited investor within the
meaning of Regulation D under the Securities Act and (b) based on
his or her pre-existing relationship with the Dealer, is reasonably
believed by the Dealer to be a sophisticated investor (i)
possessing such knowledge and experience (or represented by a
fiduciary or agent possessing such knowledge and experience) in
financial and business matters that he or she is capable of
evaluating and bearing the economic risk of an investment in the
Notes and (ii) having not less than $5 million in investments (as
defined, for purposes of this section, in Rule 2a51-1 under the
Investment Company Act of 1940, as amended).</p>

<p>&ldquo;Regulation D&rdquo;&nbsp; shall mean Regulation D (Rules
501 et seq.) under the Securities Act.</p>

<p><b><font size="3" face="Times New Roman">7.&nbsp;&nbsp;
General</font></b></p>

<p>Unless otherwise expressly provided herein, all notices under
this Agreement to parties hereto shall be in writing and shall be
effective when received at the address of the respective party set
forth in the Addendum to this Agreement.</p>

<p>This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its
conflict of laws provisions.</p>

<p>The Issuer agrees that any suit, action or proceeding brought by
the Issuer against the Dealer in connection with or arising out of
this Agreement or the Notes or the offer and sale of the Notes
shall be brought solely in the United States federal courts located
in the Borough of Manhattan or the courts of the State of New York
located in the Borough of Manhattan.&nbsp; EACH OF THE DEALER AND
THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.</p>

<p>This Agreement may be terminated, at any time, by the Issuer,
upon one business day&rsquo;s prior notice to such effect to the
Dealer, or by the Dealer upon one business day&rsquo;s prior notice
to such effect to the Issuer.&nbsp; Any such termination, however,
shall not affect the obligations of the Issuer under Sections
3.2(b), 3.3(b), 3.7, 4.3(a), 4.4, 5 and 7.3 hereof or the
respective representations, warranties, agreements, covenants,
rights or responsibilities of the parties made or arising prior to
the termination of this Agreement.</p>

<p>This Agreement is not assignable by either party hereto without
the written consent of the other party; provided, however, that the
Dealer may assign its rights and obligations under this Agreement
to any affiliate of the Dealer.</p>

<p>This Agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.</p>

<p>This Agreement is for the exclusive benefit of the parties
hereto, and their respective permitted successors and assigns
hereunder, and shall not be deemed to give any legal or equitable
right, remedy or claim to any other person whatsoever.</p>

<p><font size="2" face="Times New Roman">&nbsp; IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed as of
the date and year first above written.</font></p>

<p><font size="2" face="Times New Roman"></font></p>

<table border="0" cellspacing="0" cellpadding="0">
<tr>
<td valign="top">
<p><b><font size="2" face="Times New Roman">THE CLOROX
COMPANY</font></b><font size="2">, <b>as</b>
<b>Issuer</b></font></p>
</td>
<td valign="top">
<p><b><font size="3" face="Times New Roman">GOLDMAN, SACHS &amp;
CO.,</font></b><font size="2"><b>as Dealer</b></font></p>
</td>
</tr>

<tr>
<td valign="top">
<p><u><font size="2" face="Times New Roman">By: /s/ DANIEL J.
HEINRICH</font></u></p>
</td>
<td valign="top">
<p><u><font size="2" face="Times New Roman">By:&nbsp; /s/ NICHOLAS
W. PHILLIP</font></u></p>
</td>
</tr>

<tr>
<td valign="top">
<p><font size="2" face="Times New Roman">Name:&nbsp; DANIEL J.
HEINRICH</font></p>
</td>
<td valign="top">
<p><font size="2" face="Times New Roman">Name:&nbsp; NICHOLAS W.
PHILLIP</font></p>
</td>
</tr>

<tr>
<td valign="top">
<p><font size="2" face="Times New Roman">Title: Senior Vice
President &ndash; Chief Financial Officer</font></p>
</td>
<td valign="top">
<p><font size="2" face="Times New Roman">Title: Authorized
Signatory</font></p>
</td>
</tr>
</table>

<font size="2" face="Times New Roman"><br clear="all" />
</font>

<p><b><font size="2" face="Times New Roman">Addendum</font></b></p>

<p><font size="2" face="Times New Roman">The following additional
clauses shall apply to the Agreement and be deemed a part
thereof.</font></p>

<p>The other dealers referred to in clause (b) of Section 1.2 of
the Agreement are J.P. Morgan Securities Inc., Banc of America
Securities LLC. and Citigroup Global Markets Inc.</p>

<p>The addresses of the respective parties for purposes of notices
under Section 7.1 are as follows:</p>

<p><b><i><font size="2" face="Times New Roman">For the Issuer: The
Clorox Company</font></i></b></p>

<p><font size="2" face="Times New Roman">Address: 1221 Broadway,
Oakland, CA 94612&nbsp;&nbsp;&nbsp;</font></p>

<p><font size="2" face="Times New Roman">Attention:&nbsp; Launy
Senee, Assistant Treasurer&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></p>

<p><font size="2" face="Times New Roman">Telephone number: (510)
271-7250</font></p>

<p><font size="2" face="Times New Roman">Fax number: (510)
271-6590</font></p>

<p><b><i><font size="2" face="Times New Roman">For the Dealer:
Goldman, Sachs &amp; Co.</font></i></b></p>

<p><font size="2" face="Times New Roman">Address:</font> <font
size="2" color="black" face="Arial">85 Broad Street, New York, New
York&nbsp; 10004</font> &nbsp;</p>

<p><font size="2" face="Times New Roman">Attention:</font> <font
size="2" color="black" face="Arial">Money Markets
Origination</font></p>

<p><font size="2" face="Times New Roman">Telephone number:
(</font><font size="2" color="black" face="Arial">212)
902-2525</font></p>

<p><font size="2" face="Times New Roman">Fax number: (</font><font
size="2" color="black" face="Arial">212) 902-0683</font></p>

<p><font size="2" face="Times New Roman">&nbsp;</font></p>

<font size="2" face="Times New Roman"><br clear="all" />
</font>

<p align="center"><b><font size="3" face="Times New Roman">Exhibit
A</font></b></p>

<p align="center"><b><font size="3" face="Times New Roman">Form of
Legend for Private Placement Memorandum and Notes</font></b></p>

<p><font size="2" face="Times New Roman">THE NOTES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
&ldquo;ACT&rdquo;), OR ANY OTHER APPLICABLE SECURITIES LAW, AND
OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.&nbsp; BY ITS ACCEPTANCE
OF A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT (I) IT
HAS BEEN AFFORDED AN OPPORTUNITY TO INVESTIGATE MATTERS RELATING TO
THE ISSUER AND THE NOTES, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A
VIEW TO ANY DISTRIBUTION THEREOF AND (III) IT IS EITHER (A)(1) AN
INSTITUTIONAL INVESTOR OR SOPHISTICATED INDIVIDUAL INVESTOR THAT IS
AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE
ACT AND WHICH, IN THE CASE OF AN INDIVIDUAL, (i) POSSESSES SUCH
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE
OR SHE IS CAPABLE OF EVALUATING AND BEARING THE ECONOMIC RISK OF AN
INVESTMENT IN THE NOTES AND (ii) HAS NOT LESS THAN $5 MILLION IN
INVESTMENTS (AN &ldquo;INSTITUTIONAL ACCREDITED INVESTOR&rdquo; OR
&ldquo;SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR&rdquo;,
RESPECTIVELY) AND (2)(i) PURCHASING NOTES FOR ITS OWN ACCOUNT, (ii)
A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS AND
LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION
3(a)(5)(A) OF THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY
CAPACITY OR (iii) A FIDUCIARY OR AGENT (OTHER THAN A U.S. BANK OR
SAVINGS AND LOAN ASSOCIATION) PURCHASING NOTES FOR ONE OR MORE
ACCOUNTS EACH OF WHICH ACCOUNTS IS SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR OR SOPHISTICATED INDIVIDUAL ACCREDITED INVESTOR; OR (B) A
QUALIFIED INSTITUTIONAL BUYER (&ldquo;QIB&rdquo;) WITHIN THE
MEANING OF RULE 144A UNDER THE ACT THAT IS ACQUIRING NOTES FOR ITS
OWN ACCOUNT OR FOR ONE OR MORE ACCOUNTS, EACH OF WHICH ACCOUNTS IS
A QIB; AND THE PURCHASER ACKNOWLEDGES THAT IT IS AWARE THAT THE
SELLER MAY RELY UPON THE EXEMPTION FROM THE REGISTRATION PROVISIONS
OF SECTION 5 OF THE ACT PROVIDED BY RULE 144A.&nbsp; BY ITS
ACCEPTANCE OF A NOTE, THE PURCHASER THEREOF SHALL ALSO BE DEEMED TO
AGREE THAT ANY RESALE OR OTHER TRANSFER THEREOF WILL BE MADE ONLY
(A) IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE ACT, EITHER
(1) TO THE ISSUER OR TO A PLACEMENT AGENT DESIGNATED BY THE ISSUER
AS A PLACEMENT AGENT FOR THE NOTES (COLLECTIVELY, THE
&ldquo;PLACEMENT AGENTS&rdquo;), NONE OF WHICH SHALL HAVE ANY
OBLIGATION TO ACQUIRE SUCH NOTE, (2) THROUGH A PLACEMENT AGENT TO
AN INSTITUTIONAL ACCREDITED INVESTOR, SOPHISTICATED INDIVIDUAL
ACCREDITED INVESTOR OR A QIB, OR (3) TO A QIB IN A TRANSACTION THAT
MEETS THE REQUIREMENTS OF RULE 144A AND (B) IN MINIMUM AMOUNTS OF
$250,000.</font></p>

<p><font size="2" face="Times New Roman">&nbsp;</font></p>

<b><font size="2" face="Times New Roman"><br clear="all" />
</font></b>

<p align="center"><b><font size="3" face="Times New Roman">Exhibit
B</font></b></p>

<p align="center"><b><font size="3" face="Times New Roman">Further
Provisions Relating to Indemnification</font></b></p>

<p><font size="2" face="Times New Roman">(a)&nbsp; The Issuer
agrees to reimburse each Indemnitee for all expenses (including
reasonable fees and disbursements of internal and external counsel)
as they are incurred by it in connection with investigating or
defending any loss, claim, damage, liability or action in respect
of which indemnification may be sought under Section 5 of the
Agreement (whether or not it is a party to any such
proceedings).</font></p>

<p><font size="2" face="Times New Roman">(b)&nbsp; Promptly after
receipt by an Indemnitee of notice of the existence of a Claim,
such Indemnitee will, if a claim in respect thereof is to be made
against the Issuer, notify the Issuer in writing of the existence
thereof; provided that (i) the omission so to notify the Issuer
will not relieve the Issuer from any liability which it may have
hereunder unless and except to the extent it did not otherwise
learn of such Claim and the Issuer is materially prejudiced
thereby, and (ii) the omission so to notify the Issuer will not
relieve it from liability which it may have to an Indemnitee
otherwise than on account of this indemnity agreement.&nbsp; In
case any such Claim is made against any Indemnitee and it notifies
the Issuer of the existence thereof, the Issuer will be entitled to
participate therein, and to the extent that it may elect by written
notice delivered to the Indemnitee, to assume the defense thereof,
with counsel reasonably satisfactory to such Indemnitee; provided
that if the defendants in any such Claim include both the
Indemnitee and the Issuer, and the Indemnitee shall have concluded
that there may be legal defenses available to it which are
different from or additional to those available to the Issuer, the
Issuer shall not have the right to direct the defense of such Claim
on behalf of such Indemnitee, and the Indemnitee shall have the
right to select separate counsel to assert such legal defenses on
behalf of such Indemnitee.&nbsp; Upon receipt of notice from the
Issuer to such Indemnitee of the Issuer&rsquo;s election so to
assume the defense of such Claim and approval by the Indemnitee of
counsel, the Issuer will not be liable to such Indemnitee for
expenses incurred thereafter by the Indemnitee in connection with
the defense thereof (other than reasonable costs of investigation)
unless (i) the Indemnitee shall have employed separate counsel in
connection with the assertion of legal defenses in accordance with
the proviso to the next preceding sentence (it being understood,
however, that the Issuer shall not be liable for the expenses of
more than one separate counsel (in addition to any local counsel in
the jurisdiction in which any Claim is brought), approved by the
Dealer, representing the Indemnitee who is party to such Claim),
(ii) the Issuer shall not have employed counsel reasonably
satisfactory to the Indemnitee to represent the Indemnitee within a
reasonable time after notice of existence of the Claim or (iii) the
Issuer has authorized in writing the employment of counsel for the
Indemnitee.&nbsp; The indemnity, reimbursement and contribution
obligations of the Issuer hereunder shall be in addition to any
other liability the Issuer may otherwise have to an Indemnitee and
shall be binding upon and inure to the benefit of any successors,
assigns, heirs and personal representatives of the Issuer and any
Indemnitee.&nbsp; The Issuer agrees that without the Dealer&rsquo;s
prior written consent, it will not settle, compromise or consent to
the entry of any judgment in any Claim in respect of which
indemnification may be sought under the indemnification provision
of the Agreement (whether or not the Dealer or any other Indemnitee
is an actual or potential party to such Claim), unless such
settlement, compromise or consent includes an unconditional release
of each Indemnitee from all liability arising out of such
Claim.</font></p>

<p><font size="4" color="blue" face="Times New Roman"></font></p>
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