Investment Banking Division

PaineWebber Incorporated 1283 Avenue of the Americas New York, NY 10019 212 713-2000


PaineWebber Incorporated


November 26, 1996


Board of Directors Armor All Products Corporation 6 Liberty Aliso Viejo, CA 92656


Madame and Gentlemen:


Armor All Products Corporation, a Delaware corporation ("Armor All" or the "Company"), The Clorox Company, a Delaware corporation (the "Acquiring Company"), and Shield Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Acquiring Company ("Sub"), propose to enter into an agreement and plan of merger (the "Merger Agreement"). The Merger Agreement provides for, among other things, a cash tender offer by Sub to acquire all of the Company's common stock, par value $.01 per share (the "Common Stock"), at a price of $19.09 per share (the "Tender Offer"). Any shares of the Common Stock not purchased pursuant to the Tender Offer will be acquired for the same price in cash in a second-step merger of Sub with and into the Company in accordance with the Delaware General Corporation Law (the "Merger"). The terms and conditions of the proposed Tender Offer and the Merger (collectively, the "Transaction") are set forth in more detail in the Merger Agreement.


You have asked us whether or not, in our opinion, the consideration to be received by the holders of Common Stock pursuant to the Tender Offer and the Merger is fair to such holders from a financial point of view.


In arriving at the opinion set forth below, we have, among other things:


(1) Reviewed the Company's Annual Reports, Forms 10-K and related financial
information for the three fiscal years ended March 31, 1996;


(2) Reviewed the Company's Forms 10-Q and related financial information for
the three months ended June 30, 1996 and the six months ended September
30, 1996;


(3) Reviewed the Acquiring Company's Annual Reports, Forms 10-K and related
financial information for the three fiscal years ended June 30, 1996;


(4) Reviewed the Acquiring Company's Forms 10-Q and related financial
information for the three months ended September 30, 1996;
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