AMENDMENT TO RIGHTS AGREEMENT 
  
           Amendment, dated as of January 21, 1999 (the "Amendment"),
 between First Brands Corporation, a Delaware corporation (the "Company"),
 and Continental Stock Transfer & Trust Company, a New York corporation (the
 "Rights Agent"). 
  
           WHEREAS, the Company and the Rights Agent entered into a Rights
 Agreement, dated as of March 22, 1996 (the "Rights Agreement"); 
  
           WHEREAS, there is not as of the date hereof any Acquiring Person
 (as defined in the Rights Agreement); and 
  
           WHEREAS, the Company desires to amend the Rights Agreement in
 accordance with Section 26; 
  
           NOW, THEREFORE, in consideration of the premises and mutual
 agreements set forth in the Rights Agreement and this Amendment, the
 parties hereby agree as follows: 
  
           Section 1.  Amendment to Section 7(a).  Section 7(a) of the
 Rights Agreement is amended by deleting the words "and the" immediately
 preceding the term "Redemption Date" and replacing such words with "," and
 by adding the following after the term "Redemption Date":  "and the
 Effective Time of the Merger".  For purposes of Section 7 (a) and Section
 7(b), "Effective Time of the Merger" shall mean such time as a certificate
 of merger (the "Merger Certificate") is duly filed with the Secretary of
 State of the State of Delaware pursuant to Section 1.02 of the Agreement
 and Plan of Reorganization and Merger, dated as of October 18, 1998 by and
 among The Clorox Company, a Delaware Corporation ("Clorox"), Pennant, Inc.,
 a Delaware Corporation and a wholly owned subsidiary of Clorox, and the
 Company or at such later effective time as is specified in the Merger
 Certificate." 
  
           Section 2.  Amendment to Section 7(b).  Section 7(b) of the
 Rights Agreement is amended by deleting the words "and the" immediately
 preceding the term "Redemption Date" and replacing such words with "," and
 by adding the following after the term "Redemption Date":  "and the
 Effective Time of the Merger".  
  
           Section 3.  Rights Agreement as Amended.  The term "Agreement" as
 used in the Rights Agreement shall be deemed to refer to the Rights
 Agreement as amended hereby.  The foregoing amendments shall be effective
 as of the date hereof and, except as set forth herein, the Rights Agreement
 shall remain in full force and effect and shall be otherwise unaffected
 hereby. 
  
           Section 4.  Counterparts.  This Amendment may be executed in any
 number of counterparts, and each of such counterparts shall for all
 purposes be deemed an original, but all such counterparts shall together
 constitute but one and the same instrument. 
  
           Section 5.  Governing Law.  This Amendment shall be deemed to be
 a contract made under the laws of the State of Delaware and for all
 purposes shall be governed by and construed in accordance with the laws of
 such State applicable to contracts made and to be performed entirely within
 such State. 
  
           Section 6.  Descriptive Headings.  Descriptive headings of the
 several Sections of this Agreement are inserted for convenience only and
 shall not control or affect the meaning or construction of any of the
 provisions hereof. 
  
  
                         *          *          *



                IN WITNESS WHEREOF, the parties hereto have caused this
 Amendment to be duly executed as of the day and year first above written. 
  
  
 Attest:                           FIRST BRANDS CORPORATION 
  
  
 /s/ Natalie Hensley               By /s/ Joseph B. Furey 
 ----------------------              ---------------------------
 Name:  Natalie Hensley            Name: Joseph B. Furey 
 Title: Secretary                  Title:  
  

 Attest:                           CONTINENTAL STOCK TRANSFER 
                                     AND TRUST COMPANY 
                                   as Rights Agent 
 
  
 /s/ Thomas Jennings               By /s/ William F. Seegraber   
 ----------------------              ----------------------------
 Name:  Thomas Jennings            Name:  William F. Seegraber 
 Title: Asst. Secretary            Title: Vice President