STRICTLY CONFIDENTIAL
                                                           ---------------------


                                                                   July 14, 2011

Icahn Enterprises L.P.
767 Fifth Avenue, 47th Floor
New York, New York 10153

Attention:  Carl Icahn

Ladies and Gentlemen:

We  understand  that Icahn Enterprises L.P. (the "Sponsor") is contemplating the
acquisition (the "Acquisition") of The Clorox Company (the "Company"). It is our
understanding  that the enterprise value for the acquisition of the Company will
be  approximately  $12.6  billion  before  fees  and  expenses. You have further
advised  us  that you plan to raise approximately $7.8 billion of debt financing
(the  "Debt  Financing")  in  connection  with  the  Acquisition,  at a leverage
multiple of approximately 7.0x CY 2011 EBITDA. We understand that the balance of
the capital will be in the form of equity, from both a rollover of the Sponsor's
existing equity ownership position in the Company and approximately $3.8 billion
of  new  equity  from  the  Sponsor.

We are pleased to confirm that Jefferies & Company, Inc. ("Jefferies") is highly
confident  of  its  ability  to  arrange  the  Debt  Financing,  subject to: (i)
satisfactory market conditions and no material adverse change in the business or
prospects  of the Company; (ii) receipt of ratings from Moody's and Standard and
Poor's  and  delivery  of  customary documentation each that are satisfactory to
Jefferies  and  the  purchasers  and/or  lenders  in  the  Debt Financing; (iii)
satisfactory  completion  of  our  due diligence on the Company; (iv) Jefferies'
receipt  of  an  executed  engagement  agreement  with  terms,  including
indemnification,  acceptable  to  Jefferies;  and (v) approval from our internal
committees.

For  the  avoidance of doubt, this letter is not a guarantee of the availability
of  the  Debt  Financing.  Nothing  herein  shall  be  deemed  to constitute any
commitment  by  Jefferies  to  purchase  or  arrange  the Debt Financing; such a
commitment  shall  be evidenced only by the execution and delivery of, and shall
be subject to the terms and conditions of, the definitive documentation referred
to  above.


                                   Sincerely,

                                   JEFFERIES & COMPANY, INC.


                                   By:  /s/ Jeffrey Whyte
                                        -----------------
                                         Name:  Jeffrey Whyte
                                         Title:  General Counsel, Investment
                                                 Banking + Public Reporting