RESTATED CERTIFICATE OF INCORPORATION

 

                            OF

 

                     THE CLOROX COMPANY

 

 

 

     This corporation was originally incorporated on

September 5, 1986.

 

ARTICLE ONE

 

     The name of the corporation is THE CLOROX COMPANY

 

ARTICLE TWO

 

     The address of the registered office of the corporation in the

State of Delaware is 1209 Orange Street in the City of Wilmington,

County of New Castle.  The name of the registered agent of the

corporation at such address is The Corporation Trust Company.

 

ARTICLE THREE

 

     The purpose of the corporation is to engage in any lawful act

or activity for which corporations may be organized under the

General Corporation Law of the State of Delaware.

 

ARTICLE FOUR

 

     The total number of shares of stock which the corporation

shall have authority to issue is 755,000,000, consisting of

750,000,000 shares of Common Stock having a par value of $1.00

per share and 5,000,000 shares of Preferred Stock having a par

value of $1.00 per share.

 

     The board of directors of the corporation is authorized,

subject to limitations prescribed by law and the provisions of

this Article Four, to provide for the issuance of the shares

of Preferred Stock in series, and by filing a certificate

pursuant to the applicable law of the State of Delaware, to

establish from time to time the number of shares to be included

in each such series, and to fix the designation, powers,

preferences and rights of the shares of each such series and

the qualifications, limitations or restrictions thereof.

 

     The number of authorized shares of Preferred Stock may be

increased or decreased (but not below the number of shares

thereof then outstanding) by the affirmative vote of the holders

of a majority of the Common Stock, without a vote of the holders

of the Preferred Stock, or of any series thereof, unless a vote

of any such holders is required pursuant to the certificate or

certificates establishing the series of Preferred Stock.

 

ARTICLE FIVE

 

     The business and affairs of the corporation shall be managed

by the board of directors which shall consist of not less than 9

persons.  The exact number of directors shall be fixed from time

to time by, or in the manner provided in, the by-laws of the

corporation and may be increased or decreased as therein provided.

Directors of the corporation need not be elected by ballot unless

required by the by-laws.  The board of directors is authorized to

adopt, amend or repeal the by-laws.

 

ARTICLE SIX

 

Part I

 

Vote Required For Certain Business Combinations

 

     A.  In addition to any affirmative vote required by law or

this Restated Certificate of Incorporation, and except

as otherwise expressly provided in Part II of this Article

Six, the following transactions:

 

            (i) or any Subsidiary any merger or consolidation of

this corporation (as hereinafter defined) into or with

 

               (a)     any Interested Stockholder (as

hereinafter defined); or

 

               (b)     any other corporation (whether or not

it is an Interested Stockholder) which is, or after such merger

or consolidation would be, an Affiliate (as hereinafter defined)

of an Interested Stockholder; or

 

          (ii)     any sale, lease, exchange, mortgage, pledge,

transfer or other disposition (in one transaction or a series of

transactions) to or with any Interested Stockholder or any

Affiliate of any Interested Stockholder of any assets of this

corporation or any Subsidiary having an aggregate Fair Market

Value (as hereinafter defined) of more than ten percent (10%) of

the Fair Market Value of the consolidated total assets of this

corporation; or

 

          (iii)     the issuance or transfer by this corporation

or any Subsidiary (in one transaction or a series of transactions)

of any securities of this corporation or any Subsidiary to any

Interested Stockholder or any Affiliate of any Interested

Stockholder in exchange for cash, securities or

other property having an aggregate Fair Market Value of more

than ten percent (10%) of the Fair Market Value of the

consolidated total assets of this corporation; or

 

          (iv)     the adoption of any plan or proposal for the

liquidation of this corporation proposed by or on behalf of an

Interested Stockholder or any Affiliate of any Interested

Stockholder; or

 

          (v)     any reclassification of this corporation's

securities (including any reverse stock split), or recapitalization

of this corporation, or any merger or consolidation of this

corporation with any of its Subsidiaries or any other transaction

(whether or not with or into or otherwise involving an Interested

Stockholder) which has the effect, directly or indirectly, of

increasing the proportionate share of the outstanding shares

of any class of equity or convertible securities of this

corporation or any Subsidiary which is directly or indirectly

owned by any Interested Stockholder;

 

shall require the affirmative vote of the holders of at least

eighty percent (80%) of the voting power of the then outstanding

shares of stock of this corporation entitled to vote regularly

in the election of directors (the "Voting Stock") voting as a

single class (it being understood that for purposes of this

Article Six, each share of the Voting Stock other than Common

Stock shall have the number of votes granted to it pursuant to

Article Four of this Restated Certificate of Incorporation).

Such affirmative vote shall be required notwithstanding the fact

that no vote may be required, or that a lesser percentage may be

specified, by law or in any agreement with any national

securities exchange or otherwise.

 

     B.     The term "Business Combination" as used in this

Article Six shall mean any transaction which is referred to

in any one or more of clauses (i) through (v) of paragraph A

of Part I.

 

Part II

 

When Higher Vote Is Not Required

 

     The provisions of Part I of this Article Six shall not

be applicable to any particular Business Combination, and

such Business Combination shall require only such affirmative

vote as is required by law and any other provision of this

Restated Certificate of Incorporation, if all of the

conditions specified in either of the following paragraphs

A and B are met:

 

     A.     The Business Combination shall have been approved

by a majority of the Disinterested Directors (as hereinafter

defined).

 

     B.     All of the following conditions shall have been

met:

 

          (i)     The aggregate amount of the cash and the

Fair Market Value as of the date of the consummation of the

Business Combination of consideration other than cash to be

received per share by holders of Common Stock in such Business

Combination shall be at least equal to the higher of the

following:

 

               (a)     (if applicable) the highest per share

price paid by the Interested Stockholder for any shares of

Common Stock acquired by it (1) within the two year period

immediately prior to the first public announcement of the

proposal of the Business Combination (the "Announcement

Date") or (2) in the transaction in which it became an

Interested Stockholder, whichever is higher; and

 

               (b)     the Fair Market Value per share of

Common Stock on the Announcement Date or on the date on

which the Interested Stockholder became an Interested

Stockholder (such latter date is referred to in this Article

Six as the "Determination Date"), whichever is higher.

 

          (ii)     The aggregate amount of the cash and the

Fair Market Value on the date of the consummation of the

Business Combination of consideration other than cash to

be received per share by the holders of shares of any other

class of outstanding Voting Stock shall be at least equal

to the highest of the following (it being intended that the

requirements of this paragraph B (ii) shall be required to

be met with respect to every class of outstanding Voting

Stock, whether or not the Interested Stockholder has

previously acquired any shares of a particular class of

Voting Stock):

 

               (a)     (if applicable) the highest per

share price paid by the Interested Stockholder for any

shares of such class of Voting Stock acquired by it (1)

within the two-year period immediately prior to the

Announcement Date or (2) in the transaction in which it

became an Interested Stockholder, whichever is higher;

 

               (b)     (if applicable) the highest

preferential amount per share to which the holders of

shares of such class of Voting Stock are entitled in the

event of any voluntary or involuntary liquidation,

dissolution or winding up of this corporation; or

 

               (c)     the Fair Market Value per share of

such class of Voting Stock on the Announcement Date or on

the Determination Date, whichever is higher.

 

          (iii)     The consideration to be received by

holders of a particular class of outstanding Voting Stock

(including Common Stock) shall be in cash or in the same

form as the Interested Stockholder has previously paid

for shares of such class of Voting Stock.  If the Interested

Stockholder has paid for shares of any class of Voting

Stock with varying forms of consideration, the form of

consideration for such class of Voting Stock shall be either

cash or the form used to acquire the largest number of

shares of such class of Voting Stock previously acquired by

it.  The price determined in accordance with paragraphs B(i)

and B(ii) shall be subject to appropriate adjustment in the

event of any stock dividend, stock split, combination of

shares or similar event.

 

          (iv)     After such Interested Stockholder has

become an Interested Stockholder except as approved by a

majority of the Disinterested Directors, there shall have

been:

 

               (a)     no failure to declare and pay at the

regular date therefor any full quarterly dividends (whether

or not cumulative) on the outstanding Preferred Stock, if

any; and

 

               (b)     no reduction in the effective annual

rate of dividends paid on the Common Stock.

 

          (v)     After such Interested Stockholder has

become an Interested Stockholder, such Interested Stockholder

shall not have received the benefit, directly or indirectly

(except proportionately as a stockholder), of any loans,

advances, guarantees, pledges or other financial assistance

or any tax credits or other tax advantages provided by the

corporation, whether in anticipation of or in connection with

such Business Combination or otherwise.

 

Part III

 

Certain Definitions

 

     For the purpose of this Article Six:

 

     A.     A "person" shall mean any individual, firm,

corporation or other entity.

 

     B.     "Interested Stockholder" shall mean any person

(other than this corporation, any Subsidiary or any compensation

plan of this corporation) who or which:

 

          (i)     is the beneficial owner, directly or

indirectly, of more than 5% of the voting power of the

outstanding Voting Stock; or

 

          (ii)     is an Affiliate of this corporation and at

any time within the two-year period immediately prior to the

date in question was the beneficial owner, directly or

indirectly, of more than five percent (5%) of the voting

power of the then outstanding Voting Stock; or

 

          (iii)     is an assignee of or has otherwise

acquired or succeeded to any shares of Voting Stock which

were at any time within the two-year period immediately

prior to the date in question beneficially owned by any

Interested Stockholder, if such assignment or succession

shall have occurred in the course of a transaction or

series of transactions not involving a public offering

within the meaning of the Securities Act of 1933.

 

     C.     A person shall be a "Beneficial Owner" of any

Voting Stock:

 

          (i)     which such person or any of its Affiliates

or Associates (as hereinafter defined) beneficially owns,

directly or indirectly; or

 

          (ii)     which such person or any of its Affiliates

or Associates has:

 

               (a)     the right to acquire (whether such

right is exercisable immediately or only after the passage

of time), pursuant to any agreement, arrangement or

understanding or upon the exercise of conversion rights,

exchange rights, warrants or options, or otherwise, or

 

               (b)     the right to vote pursuant to any

agreement, arrangement or understanding; or

 

          (iii)     which are beneficially owned, directly

or indirectly, by any other person with which such person

or any of its Affiliates or Associates has any agreement,

arrangement or understanding for the purpose of acquiring,

holding, voting or disposing of any shares of Voting Stock.

 

     D.     For the purpose of determining whether a person

is an Interested Stockholder pursuant to paragraph B of this

Part III, the number of shares of Voting Stock deemed to be

outstanding shall include shares deemed owned through

application of paragraph C of this Part III but shall not

include any other shares of Voting Stock which may be

issuable pursuant to any agreement, arrangement or

understanding, or upon exercise of conversion rights,

warrants or options, or otherwise.

 

     E.     "Affiliate" or "Associate" shall have the

respective meanings ascribed to such terms in Rule 12b-2

of the General Rules and Regulations under the Securities

Exchange Act of 1934, as in effect on March 1, 1984.

 

     F.     "Subsidiary" means any corporation of which a

majority of any class of equity securities is owned,

directly or indirectly, by this corporation; provided,

however, that for the purposes of the definition of

Interested Stockholder set forth in paragraph B of this

Part III, the term "Subsidiary" shall mean only a

corporation of which a majority of each class of equity

securities is owned, directly or indirectly, by this

corporation.

 

     G.     "Disinterested Director" means any member of

the board of directors of this corporation (the "Board")

who is unaffiliated with the Interested Stockholder by

whom or on whose behalf, directly or indirectly, the

Business Combination is proposed or was a member of the

Board prior to the time that such Interested Stockholder

became an Interested Stockholder, and any successor of a

Disinterested Director who is unaffiliated with such

Interested Stockholder and is recommended to succeed a

Disinterested Director by a majority of Disinterested

Directors then on the Board.

 

     H.     "Fair Market Value" means:

 

          (i)     In the case of stock, the highest

closing sale price during the 30-day period immediately

preceding the date in question of a share of such stock

as reported in the principal consolidated transaction

reporting system for securities listed or admitted to

trading on the New York Stock Exchange, or, if such stock

is not listed on such Exchange, on the principal United

States securities exchange, registered under the Securities

Exchange Act of 1934 on which stock is listed, or, if such

stock is not listed on such an exchange, the highest closing

bid quotation with respect to a share of such stock during

the 30-day period immediately preceding the date in question

on the National Association of Securities Dealers, Inc.

Automated Quotation System or any system then in use, and

 

          (ii)     in the case of property other than cash or

stock valued under (i) above, the fair market value of such

property on the date in question as determined in good faith

by a majority of the Disinterested Directors.

 

     I.     In the event of any Business Combination in which

this corporation is the surviving corporation, the phrase

"consideration other than cash to be received" as used in

clauses (i) and (ii) of paragraph B of Part II of this Article

Six shall include the Fair Market Value of the shares of

Common Stock and/or the shares of any other class of outstanding

Voting Stock retained by the holders of such shares.

 

Part IV

 

Powers of The Board of Directors

 

     A majority of the Disinterested Directors of this

corporation shall have the power and duty to determine for

the purposes of this Article Six, on the basis of information

known to them after reasonable inquiry:

 

     A.     whether a person is an Interested Stockholder;

 

     B.     the number of shares of Voting Stock beneficially

owned by any person;

 

     C.     whether a person is an Affiliate or Association

of another; and

 

     D.     whether the assets which are the subject of

any Business Combination have, or the consideration to be

received for the issuance or transfer of securities by

this corporation or any Subsidiary in any Business

Combination has, an aggregate Fair Market Value of more

than ten percent (10%) of the Fair Market Value of the

consolidated total assets of this corporation.

 

Part V

 

Fiduciary Obligations

 

     Nothing contained in this Article Six shall be

construed to relieve any Interested Stockholder from

any fiduciary obligation imposed by law.

 

Part VI

 

Amendment Or Repeal

 

     The provisions set forth in this Article Six may

not be amended or repealed in any respect, unless such

action is approved by the affirmative vote of the holders

of not less than eighty percent (80%) of the then

outstanding Voting Stock,  voting as a single class.

 

ARTICLE SEVEN

 

     Action shall be taken by stockholders of the

corporation only at annual or special meetings of

stockholders and stockholders may not act by written

consent.

 

ARTICLE EIGHT

 

Part I

 

Right To Indemnification

 

     Each person who was or is made a party or is

threatened to be made a party to or is involved in

any action, suit or proceeding, whether civil,

criminal, administrative or investigative ("proceeding"),

by reason of the fact that he or she, or a person of

whom he or she is the legal representative, is or was a

director or officer of this corporation or is or was

serving at the request of the corporation as a director

or officer of another corporation or of a partnership,

joint venture, trust or other enterprise, including

service with respect to employee benefit plans, whether

the basis of such proceeding is alleged action in an

official capacity as a director or officer or in any

other capacity while serving as a director or officer

shall be indemnified and held harmless by the corporation

to the fullest extent authorized by the General

Corporation Law of the State of Delaware, as the same

exists or may hereafter be amended, (but, in the case of

any such amendment, only to the extent that such amendment

permits the corporation to provide broader indemnification

rights than said law permitted the corporation to provide

prior to such amendment) against all expenses, liability

and loss (including attorneys' fees, judgments, fines,

ERISA excise taxes or penalties and amounts paid or to be

paid in settlement) reasonably incurred or suffered by

such person in connection therewith; provided, however,

that the corporation shall indemnify any such person seeking

indemnity in connection with a proceeding (or part thereof)

initiated by such person only if such proceeding (or part

thereof) was authorized by the board of directors of the

corporation.  Such right shall be a contract right and shall

include the right to be paid by the corporation expenses

incurred in defending any such proceeding in advance of its

final disposition; provided, however, that, the payment of

such expenses incurred by a director or officer in his or

her capacity as a director or officer (and not in any other

capacity in which service was or is rendered by such person

while a director or officer, including, without limitation,

service to an employee benefit plan) in advance of the final

disposition of such proceeding, shall be made only upon

delivery to the corporation of an undertaking, by or on behalf

of such director or officer, to repay all amounts so advanced

if it should be determined ultimately that such director or

officer is not entitled to be indemnified under this Article

Eight or otherwise.  The corporation may, by action of the

board of directors, provide indemnification to employees and

agents of the corporation with a lesser or the same scope and

effect as the foregoing indemnification of directors and

officers.

 

Part II

 

Right of Claimant To Bring Suit

 

     If a claim under Part I of this Article Eight is not

paid in full by the corporation within ninety days after a

written claim has been received by the corporation, the

claimant may at any time thereafter bring suit against the

corporation to recover the unpaid amount of the claim and,

if successful in whole or in part, the claimant shall be

entitled to be paid also the expense of prosecuting such

claim.  It shall be a defense to any such action (other

than an action brought to enforce a claim for expenses

incurred in defending any proceeding in advance of its

final disposition where the required undertaking has been

tendered to the corporation) that the claimant has not

met the standards of conduct which make it permissible

under the General Corporation Law of the State of Delaware

for the corporation to indemnify the claimant for the

amount claimed, but the burden of proving such defense

shall be on the corporation.  Neither the failure of the

corporation (including its board of directors, independent

legal counsel, or its stockholders) to have made a

determination prior to the commencement of such action

that indemnification of the claimant is proper in the

circumstances because he or she has met the applicable

standard of conduct set forth in said law, nor an actual

determination by the corporation (including its board of

directors, independent legal counsel, or its stockholders)

that the claimant had not met such applicable standard of

conduct, shall be a defense to the action or create a

presumption that the claimant had not met the applicable

standard of conduct.

 

Part III

 

Non-Exclusivity Of Rights

 

     The rights conferred on any person by Parts I and

II of this Article Eight shall not be exclusive of any

other right which such person may have or hereafter

acquire under any statute, provision of this Restated

Certificate of Incorporation, by-law, agreement, vote of

stockholders or disinterested directors or otherwise.

 

Part IV

 

Insurance

 

     The corporation may maintain insurance, at its expense,

to protect itself and any such director or officer of the

corporation or of another corporation, partnership, joint

venture, trust or other enterprise against any such expense,

liability or loss, whether or not the corporation would

have the power to indemnify such person against such expense,

liability or loss under the General Corporation Law of the

State of Delaware.

 

ARTICLE NINE

 

     A director of this corporation shall not be personally

liable to the corporation or its stockholders for monetary

damages for breach of fiduciary duty as a director, except

for liability (i) for any breach of the director's duty of

loyalty to the corporation or its stockholders, (ii) for acts

or omissions not in good faith or which involve intentional

misconduct or a knowing violation of law, (iii) under

Section 174 of the General Corporation Law of the State

of Delaware, or (iv) for any transaction from which the

director derived an improper personal benefit.

 

     This Restated Certificate of Incorporation of THE

CLOROX COMPANY was adopted by The Board of Directors of

this corporation in accordance with Section 245 & 242 of

the General Corporation Law of the State of Delaware.

It restates. integrates and further amends the provisions

of  this corporation's Certificate of Incorporation.

 

                                  THE CLOROX COMPANY

 

 

 

     Date:  November 19, 1999    By: /S/ G. C. SULLIVAN

                                     G.C. Sullivan

                                     Chairman of the Board and

                                     Chief Executive Officer

 

 

 

                              Attest: /S/ PETER D. BEWLEY

                                      Peter D. Bewley

                                      Secretary

 

 

     THE UNDERSIGNED, the duly elected, and qualified

Assistant Secretary of THE CLOROX COMPANY, a Delaware

corporation, does hereby certify the foregoing to be the

Restated Certificate of Incorporation of said Corporation.

 

 

 

     Date:  November 19, 1999      /S/ THOMAS W. HUCKABY

                                   Thomas W. Huckaby