kc_10q-1q09ex10n.htm


    


    Exhibit No.
(10)n

     

    KIMBERLY-CLARK
CORPORATION

    NONQUALIFIED
STOCK OPTION

    AWARD
AGREEMENT

    (effective
April 29, 2009)

     

     

    This Award, granted
on the date approved by the Committee or the Chief Executive Officer, as the
case may be, and as reflected on the Merrill Lynch Benefits OnLine site, or any
successor system, via the Grant Summary screen as the Grant Date, by
Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the
"Corporation"), is subject to the terms and conditions of the 2001 Equity
Participation Plan (the “Plan”) and this Award Agreement, including any
country-specific terms and conditions contained in Appendix A to this Award
Agreement.

    W
I
T
N
E
S
S
E
T
H:

     

    WHEREAS, the
Corporation has adopted the Plan to encourage those employees who materially
contribute, by managerial, scientific or other innovative means, to the success
of the Corporation or of an Affiliate, to acquire an ownership interest in the
Corporation, thereby increasing their motivation for and interest in the
Corporation's or the Affiliate's long-term success;

     

    NOW, THEREFORE, it
is agreed as follows:

     

    
      	
              1.

            	
              Number
      of Shares Optioned; Option Price.  The Corporation grants
      to the Participant
      the right and option to purchase in his own name, on the terms and
      conditions hereinafter set forth, all or any part of an aggregate of the
      number of shares of the $1.25 par value Common Stock of the Corporation,
      and at the purchase price per share, as granted on the date of grant and
      as reflected on the Merrill Lynch Benefits OnLine site, or any successor
      system, via the Grant Summary screen as the Options Granted and the Grant
      Price.  This option shall not be an incentive stock option
      within the meaning of Section 422 of the Code.

            


    

     

    2.          Exercise
of Option.

     

    
      	
               
      

            	
              (a)

            	
              Limitations
      on Exercise.  This option shall be subject to forfeiture
      until the Participant
      becomes vested in such options according to the schedule set forth below.  This
      option shall not be exercisable until at least one year has expired after
      the granting of this option, during which time the Participant
      shall have been in the continuous employ of the Corporation or an
      Affiliate; provided, however, that the option shall become exercisable
      immediately in the event of a Qualified Termination of Employment of a
      Participant, without regard to the limitations set forth below in this
      subsection.  At any time during the period of this option
      after  the end of the first year,
  

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    the Participant
may purchase up to 30 percent of the shares covered by this option; after the
end of the second year, an additional 30 percent; and after the end of the third
year, the remaining 40 percent of the total number of shares covered by the
option, so that, upon the expiration of the third year, the Participant
will have become entitled to purchase all shares subject to this option;
provided, however, that if the Participant's
employment is terminated for any reason other than death, Retirement, or Total
and Permanent Disability, this option shall only be exercisable for three months
following such termination and only for the number of shares which were
exercisable on the date of such termination.  In no event, however,
may this option be exercised more than ten (10) years after the date of its
grant.

     

    
      	 	
              The above
      provisions of Section 2(a) notwithstanding, to the extent provided by
      rules of the Committee referred to in the Plan (hereinafter referred to as
      the "Committee"), this option is not exercisable during any period during
      which the Participant's
      right to make deposits to the Kimberly-Clark Corporation Salaried
      Employees Incentive Investment Plan is suspended pursuant to a provision
      of such plan or rules adopted thereunder to comply with regulations
      regarding hardship withdrawals promulgated by the Internal Revenue
      Service.

            


    

     

    
      	 	
              A termination
      of employment shall not be deemed to have occurred while a
      Participant is on military leave or other bona fide leave of
      absence if the period of such leave does not exceed six months, or if
      longer, so long as the Participant
      retains a right to reemployment with the Corporation or an Affiliate under
      an applicable statute or by contract.  For purposes of this
      subparagraph, a leave of absence constitutes a bona fide leave of absence
      only if there is a reasonable expectation that the Participant
      will return to perform services for the Corporation or an
      Affiliate.  If the period of leave exceeds six months and the
      Participant
      does not retain a right to reemployment under an applicable statute or by
      contract, the employment relationship is deemed to terminate on the first
      date immediately following such six-month
      period.  Notwithstanding the foregoing sentence, where a leave
      of absence is due to any medically determinable physical or mental
      impairment that can be expected to result in death or can be expected to
      last for a continuous period of not less than six months, where such
      impairment causes the Participant
      to be unable to perform the duties of his or her position of employment or
      any substantially similar position of employment, a 29-month period of
      absence is substituted for such six-month period in determining whether a
      termination of employment shall be deemed to have occurred.  A
      termination of employment with the Corporation or an Affiliate to accept
      immediate reemployment with the Corporation or an Affiliate likewise shall
      not be deemed to be a termination of employment for purposes of the
      Plan.  A
      Participant who is classified as an intermittent employee shall be
      deemed to have a termination of employment for purposes of the
      Plan.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Exercise
      after Death, Retirement, or Disability.  If the Participant
      dies, Retires or becomes Totally and Permanently Disabled without having
      exercised this option in full, the remaining portion of this option,
      determined without regard to the limitations in Subsection 2(a), may be
      exercised within the earlier of (i)
  three

            


    

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


     

    years from the date
of death or Total and Permanent Disability or five years from the date of
Retirement, as the case may be, or (ii) the remaining period of this
option.  In the case of a
Participant who dies, this option may be exercised by the person or
persons to whom the Participant's
rights under this option shall pass by will or by applicable law or, if no such
person has such rights, by his executor or administrator.

     

    
      	 	
              Notwithstanding
      this Section 2(b), if the Corporation receives an opinion of counsel that
      there has been a legal judgment and/or legal development in the
      Participant’s
      jurisdiction that would likely result in the favorable Retirement
      treatment that applies to the option under this Section 2(b) being deemed
      unlawful and/or discriminatory, then the Corporation will not apply the
      favorable Retirement treatment and options will be treated as they would
      under the rules that apply if the Participant’s employment
      with the Corporation or an Affiliate ends for any other reason, as
      applicable.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Method
      of Exercise.  This option shall be exercised by
      delivering to Merrill Lynch, or other authorized agent of the Corporation,
      as set forth in their terms and conditions of exercise, written notice of
      the number of shares with respect to which option rights are being
      exercised and by paying in full the option price of the shares at the time
      being acquired.  Payment may be made in cash or a
      check payable to the Corporation as set forth in the terms and
      conditions of exercise.   The Participant may also pay
      the option price with previously owned shares of the
      Corporation's Common Stock as set forth in the terms and conditions of exercise, provided the
      Participant is located in the U.S. at the time
      of exercise.  The date of exercise shall be deemed to be the
      date of receipt of the written notice and payment for the shares being
      purchased.  The Participant
      shall have none of the rights of a stockholder with respect to shares
      covered by such options until the Participant
      becomes record holder of such
  shares.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Payment
      of Withholding Taxes.  No shares of Common Stock may be
      purchased under this option, unless prior to or simultaneously with such
      purchase, (i) the Participant, (ii) in the event of his death, the person
      succeeding to his rights hereunder or, (iii) in the event of a transfer of
      an option as provided
      in the Committee Rules, either the Participant, or
      the entity succeeding to his rights hereunder, shall pay to the
      Corporation such amount as the Corporation advises is required under
      applicable federal, state or local laws to withhold and pay over to
      governmental taxing authorities by reason of the purchase of such shares
      of Common Stock pursuant to this option.  Other than a purchase
      of shares pursuant to an option which had previously been transferred
      pursuant to
      the Committee Rules, payment of required withholding taxes may be
      made with shares of the Corporation's Common Stock which otherwise would
      be distributable upon exercise of the option, pursuant to the
      Committee Rules.

            


    

     

    
      	
              3.

            	
              Nontransferability.  Except
      as may otherwise be provided by the Committee Rules, this
      option shall be transferable only by will or by the laws of descent and
      distribution, and during the Participant's
      lifetime shall be exercisable only by
  him.

            


    

     

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


     

    
      	
              4.

            	
              Compliance
      with Law.  No shares of Common Stock may be purchased
      under this option, unless prior to the purchase thereof, the Corporation
      shall have received an opinion of counsel to the effect that the issuance
      and sale of such shares by the Corporation to the Participant
      will not constitute a violation of the Securities Act of 1933, as
      amended.  As a condition of exercise, the Participant
      shall, if requested by the Corporation, submit a written statement in form
      satisfactory to counsel for the Corporation, to the effect that any shares
      of Common Stock purchased upon exercise of this option will be purchased
      for investment and not with a view to the distribution thereof within the
      meaning of the Securities Act of 1933, as amended, and the Corporation
      shall have the right, in its discretion, to cause the certificates
      representing shares of Common Stock purchased hereunder to be
      appropriately legended to refer to such undertaking or to any legal
      restrictions imposed upon the transferability thereof by reason of such
      undertaking.

            


    

     

    
      	 	
              The option
      granted hereby is subject to the condition that if the listing,
      registration or qualification of the shares subject hereto on any
      securities exchange or under any state or federal law, or if the consent
      or approval of any regulatory body shall be necessary as a condition of,
      or in connection with, the granting of the option or the delivery or
      purchase of shares thereunder, such option may not be exercised in whole
      or in part unless and until such listing, registration, qualification,
      consent or approval shall have been effected or obtained.  The
      Corporation agrees to use its best efforts to obtain any such requisite
      listing, registration, qualification, consent or
  approval.

            


    

     

    
      	
              5.

            	
              No
      Right of Continued Employment.  The granting of this
      option does not confer upon the Participant
      any legal right to be continued in the employ of the Corporation or its
      Affiliates, and the Corporation and its Affiliates reserve the right to
      discharge the Participant
      whenever the interest of the Corporation or its Affiliates may so require
      without liability to the Corporation or its Affiliates, the Board of
      Directors of the Corporation or its Affiliates, or the Committee, except
      as to any rights which may be expressly conferred on the Participant
      under this option.

            


    

     

    
      	
              6.

            	
              Discretion
      of the Corporation, Board of Directors and the
      Committee.  Any decision made or action taken by the
      Corporation or by the Board of Directors of the Corporation or by the
      Committee arising out of or in connection with the construction,
      administration, interpretation and effect of this option shall be within
      the absolute discretion of the Corporation, the Board of Directors of the
      Corporation or the Committee, as the case may be, and shall be conclusive
      and binding upon all
persons.

            


    

     

    
      	
              7.

            	
              Amendments.  The
      Committee may at any time alter or amend this option to the extent (1)
      permitted by law, (2) permitted by the rules of any stock exchange on
      which the Common Stock or any other security of the Corporation is listed,
      (3) permitted under applicable provisions of the Securities Act of 1933,
      as amended, the Securities Exchange Act of 1934, as amended (including
      rule 16b-3 thereof), and (4) that such action would not result in the
      disallowance of a deduction to the Corporation under Section 162(m) of the
      Code or any successor section (including the rules and regulations
      promulgated thereunder).  Notwithstanding anything to the
      contrary contained herein, the Committee may not take any action that
      would result in any amount payable under this option qualifying as
      "applicable employee remuneration" as so defined for purposes of Section
      162(m) of the Code.

            


    

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


     

    
      	
              8.

            	
              Inalienability
      of Benefits and Interest.  This option and the rights and
      privileges conferred hereby shall not be subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
      or charge, and any such attempted action shall be void and no such benefit
      or interest shall be in any manner liable for or subject to debts,
      contracts, liabilities, engagements, or torts of the Participant.

            


    

     

    
      	
              9.

            	
              Delaware
      Law to Govern.  The Plan is governed by and subject to
      the laws of the United States of America.  All questions
      pertaining to the construction, interpretation, regulation, validity and
      effect of the provisions of this option and any rights under the Plan
      shall be determined in accordance with the laws of the State of
      Delaware.

            


    

     

    
      	
              10.

            	
              Purchase
      of Common Stock.  The Corporation and its Affiliates may,
      but shall not be required to, purchase shares of Common Stock of the
      Corporation for purposes of satisfying the requirements of this
      option.  The Corporation and its Affiliates shall have no
      obligation to retain and shall have the unlimited right to sell or
      otherwise deal with for their own account, any shares of Common Stock of
      the Corporation purchased for satisfying the requirements of this
      option.

            


    

     

    
      	
              11.

            	
              Notices.  Any
      notice to be given to the Corporation under this option shall be addressed
      to the Corporation in care of its Director of Compensation located at the
      World Headquarters, and any notice to be given to the Participant
      under the terms of this option may be addressed to him at his address as
      it appears on the Corporation's records, or at such other address as
      either party may hereafter designate in writing to the
      other.  Any such notice shall be deemed to have been duly given
      if and when enclosed in a properly sealed envelope or wrapper addressed as
      aforesaid, registered and deposited, postage and registry fee prepaid, in
      a post office or branch post office regularly maintained by the United
      States Government.

            


    

     

    
      	
              12.

            	
              Changes
      in Capitalization.  In the event there are any changes in
      the Common Stock or the capitalization of the Corporation through a
      corporate transaction, such as any merger, any acquisition through the
      issuance of capital stock of the Corporation, any consolidation, any
      separation of the Corporation (including a spin-off or other distribution
      of stock of the Corporation), any reorganization of the Corporation
      (whether or not such reorganization comes within the definition of such
      term in Section 368 of the Code), or any partial or complete liquidation
      by the Corporation, recapitalization, stock dividend, stock split or other
      change in the corporate structure, appropriate adjustments and changes
      shall be made by the Committee in (a) the number of shares and the option
      price per share of stock subject to this option, and (b) such other
      provisions of this option as may be necessary and equitable to carry out
      the foregoing purposes, provided, however that no such adjustment or
      change may be made to the extent that such adjustment or change will
      result in the disallowance of a deduction to the Corporation under Section
      162(m) of the Code or any successor
  section.

            


    

     

    
      	
              13.

            	
              Effect
      on Other Plans.  All benefits under this option shall
      constitute special compensation and shall not affect the level of benefits
      provided to or received by the Participant
      (or the Participant's
      estate or beneficiaries) as part of any employee benefit plan of the
      Corporation or an Affiliate.  This option shall not be construed
      to affect in any way the Participant's
      rights and obligations under any other plan maintained by the Corporation
      or an Affiliate on behalf of
  employees.

            


    

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


     

    
      	
              14.

            	
              Discretionary
      Nature of Award.  The grant of an option is a one-time
      benefit and does not create any contractual or other right to receive a
      grant of options or benefits in lieu of options in the
      future.  Future grants, if any, will be at the sole discretion
      of the Corporation, including, but not limited to, the timing of any
      grant, the number of options and vesting provisions.  The value
      of the option is an extraordinary item of compensation outside the scope
      of the Participant’s employment contract, if any.  As such, the
      option is not part of normal or expected compensation for purposes of
      calculating any severance, resignation, redundancy, end of service
      payments, bonuses, long-service awards, pension or retirement benefits or
      similar payments.

            


    

     

    
      	
              15.

            	
              Data
      Privacy.  The Participant hereby authorizes the
      Participant’s employer to furnish the Corporation (and any agent of the
      Corporation administering the Plan or providing Plan recordkeeping
      services) with such information and data as it shall request in order to
      facilitate the grant of options and administration of the Plan and the
      Participant waives any data privacy rights such Participant might
      otherwise have with respect to such
    information.

            


    

     

    
      	
              16.

            	
              Conflict
      with Plan.  This option is awarded pursuant to and
      subject to the Plan.  This Agreement is intended to supplement
      and carry out the terms of the Plan.  It is subject to all terms
      and provisions of the Plan and, in the event of a conflict, the Plan shall
      prevail.

            


    

     

    
      	
              17.

            	
              Successors.  This
      option shall be binding upon and inure to the benefit of any successor or
      successors of the
Corporation.

            


    

     

    
      	
              18.

            	
              Defined
      Terms.  Terms which are capitalized are defined herein or
      in the Plan and have the same meaning set forth in the Plan, unless the
      context indicates
otherwise.

            


    

     

    
      	
              19.

            	
              For
      U.S. Participants
      Only.  A U.S. Participant
      who has not previously signed a noncompete agreement has until the end of
      the one hundred twenty (120) day period beginning from the date of grant
      of this option to sign and return the Noncompete Agreement provided to
      such Participant.  If
      the U.S. Participant
      does not sign and return the provided Noncompete Agreement on or before
      the end of such one hundred twenty (120) day period then the grant of the
      right and option to purchase the shares of Common Stock of the
      Corporation, as set forth in Section 1, shall not be binding on and shall
      be voidable by the Corporation, in which case it shall have no further
      force or effect.

            


    

     

    
      	
              20.

            	
              Acceptance
      of Option Terms and Conditions.  A
      Participant has until the end of the one hundred twenty (120) day
      period beginning from the date of grant of this option to accept this
      Award
      Agreement.  If the Participant
      does not accept this Award
      Agreement on or before the end of such one hundred twenty (120) day period
      then the grant of the right and option to purchase the shares of Common
      Stock of the Corporation, as set forth in Section 1, shall not be binding
      on and shall be voidable by the Corporation, in which case it shall have
      no further force or
effect.

            


    

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


     

    Acknowledgment
of Conditions

     

    I
understand and acknowledge the following conditions with respect to the award
granted to me under the Plan:

     

    
      	
              ●

            	
              The Plan is
      established voluntarily by the Corporation, it is discretionary in
      nature and the
      Corporation may modify, amend, suspend, cancel or terminate it at
      any time.  The grant of an option is a one-time benefit and does
      not create any contractual or other right to receive a grant of options or
      benefits in lieu of options in the future, even if
      options have been granted repeatedly in the past.  Future
      grants, if any, will be at the sole discretion of the
      Corporation, including, but not limited to, the timing of any
      grant, the number of option shares, vesting provisions and the exercise
      price.

            


    

     

    
      	
              ●

            	
              My participation in the Plan
      is voluntary.   Participation
      in the Plan will not create a right to further employment with the
      Participant’s actual employer (the “Employer”) and shall
      not interfere with the ability of the Employer to terminate my employment
      relationship at any time.  Further, the option and my
      participation in the Plan will not be interpreted to form an employment
      contract or relationship with the Corporation or any
      Affiliate.

            


    

     

    
      	
              ●

            	
              The value of
      the option is an extraordinary item outside the scope of my employment
      contract, if any, and is not
      intended to replace any pension rights or
      compensation.  As such, the option is not part of normal
      or expected compensation for purposes of calculating any severance,
      resignation, termination,
      redundancy, dismissal,
      end of service payments, bonuses, long-service awards, pension,
      retirement or welfare benefits or similar payments and in no event shall
      be considered as compensation for, or relating in any way to, past
      services for the Corporation or my
Employer.

            


    

     

    
      	
              ●

            	
              The future
      value of the underlying shares is unknown and cannot be predicted with
      certainty.  If the underlying shares do not increase in value,
      the options will have no value.

            


    

    
      	
               
      

            	 


    

    
      	
              ●

            	
              Vesting of
      any option shares ceases upon termination of active employment for any
      reason except as may otherwise be explicitly provided in the Plan document
      and this Award Agreement, and the vesting
      and exercisability period will not be extended by any notice period
      mandated under local law (e.g.,
      active employment would not include a period of “garden leave” or similar
      period pursuant to local law); the Committee shall have the exclusive
      discretion to determine when I am no longer actively employed for purposes
      of this option.

            


    

     

    
      	
              ●

            	
              In
      consideration of the grant of this option, no claim or entitlement to
      compensation or damages shall arise from termination of my right to
      exercise the option resulting from termination of my employment by
      the Corporation or the Employer (for any reason whatsoever and whether or
      not in breach of local labor laws) and I irrevocably release the
      Corporation and the Employer from any such claim that may arise; if,
      notwithstanding the foregoing, any such claim is found by a court of
      competent jurisdiction to have arisen, then, by accepting
      this Award Agreement, I shall be deemed irrevocably to have waived any
      entitlement to pursue such claim.

            


    

     

    
      	
              ●

            	
              The future
      value of the underlying shares is unknown and cannot be predicted with
      certainty.  If the underlying shares do not increase in value,
      the option will have no value.  If I exercise this option and
      obtain shares, the value of those shares acquired upon exercise may
      increase or decrease in value, even below the option
  price.

            


    

     

    
      	
              ●

            	
              The option
      and benefits under the Plan, if any, will not automatically transfer to
      another company in the case of a merger, take-over or transfer of
      liability.

            


    

     

    
      	
              ●

            	
              Regardless of
      any action the Corporation or the Employer takes with respect to any or
      all income tax, social insurance, payroll tax, payment on account or other
      tax-related items related
      to my participation in the Plan and legally applicable to me, or deemed by
      the Corporation or the Employer to be an appropriate charge to me even if
      technically due by the Corporation or the Employer (“Tax-Related
      Items”), I acknowledge that the ultimate liability for all Tax-Related
      Items is and remains my responsibility and may exceed
      the amount actually withheld by the Corporation or the
      Employer.  I further acknowledge that the Corporation
      and/or the Employer (1) make no representations or undertakings regarding
      the treatment of any Tax-Related Items in connection with any aspect of
      this option, including, but not limited to, the grant, vesting or exercise
      of this option, the subsequent sale of shares acquired pursuant to such
      exercise and the receipt of any dividends; and (2) do not commit to and are under
      no obligation to structure the terms of the grant or any aspect of
      this option to reduce or eliminate my liability for Tax-Related Items or achieve
      any particular tax result.  Further, if I have become subject to
      tax in more than one jurisdiction between the date of grant and the date
      of any relevant taxable or tax withholding event, as applicable, I
      acknowledge that the
      Corporation and/or the
      Employer (or former employer, as applicable) may be required to withhold
      or account for Tax-Related Items in more than one
      jurisdiction.

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              ●

            	
              Prior to the
      relevant taxable or tax
      withholding event, as applicable, I shall pay
      or make adequate arrangements satisfactory to the Corporation and/or the
      Employer to satisfy or account for all Tax-Related Items. In this
      regard, I authorize the Corporation or the Employer, or their
      respective agents, at their discretion, to satisfy the obligations with
      regard to all Tax-Related Items by one or a combination of the
      following:

            


    

     

    
      	
               
      

            	
              1.

            	
              withholding from my
      wages or other cash compensation paid to me
      by the Corporation and/or the
      Employer; or

            


    

     

    
      	
               
      

            	
              2.

            	
              withholding
      from proceeds of the sale of shares acquired upon exercise either through
      a voluntary sale or through a mandatory sale arranged by the Corporation
      (on my behalf, pursuant to this authorization);
      or

            


    

     

    
      	
               
      

            	
              3.

            	
              withholding
      in shares
      to be issued upon exercise.

            


    

     

    
      	
              ●

            	
              To avoid
      negative accounting treatment, the Corporation may withhold or account for
      Tax-Related Items by considering applicable minimum statutory withholding
      amounts or other applicable withholding rates.  If
      the obligation for Tax-Related Items is satisfied by withholding in
      shares, for tax
      purposes, I am deemed
      to have been issued the full number of shares subject to the
      option exercise,
      notwithstanding that a number of shares are held
      back solely for the purpose of paying the
      Tax-Related Items due as a result of any aspect of my participation in the
      Plan.

            


    

     

    
      	
              ●

            	
              Finally,
      I shall pay to the Corporation or to the Employer any amount of
      Tax-Related Items that the Corporation or the Employer may be required to
      withhold or account
      for as a result of my participation
      in the Plan that cannot be satisfied by the means previously
      described.  The Corporation may refuse to honor the exercise or
      deliver shares or the
      proceeds of the sale of shares to me if I fail to comply with my
      obligations
      in connection with the Tax-Related
  Items.

            


    

     

     

    
      	
              ●

            	
              The
      Corporation is not providing any tax, legal or financial advice, nor is
      the Corporation making any recommendations regarding my participation in
      the Plan, or my acquisition or sale of the underlying shares.  I
      am hereby advised to consult with my own personal tax, legal and financial
      advisors regarding my participation in the Plan before taking any action
      related to the Plan.

            


    

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              ●

            	
              I
      hereby explicitly and unambiguously consent to the collection, use and
      transfer, in electronic or other form, of my personal data as described in
      this Award Agreement and any other option grant materials by and among, as
      applicable, my Employer, the Corporation and its Affiliates for the
      purpose of implementing, administering and managing my participation in
      the Plan.

            


    

     

    I
understand that the Corporation and my Employer may hold certain personal
information about me, including, but not limited to, my name, home address and
telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any shares of Common Stock or
directorships held in the Corporation, details of all options or any other
entitlement to shares of Common Stock awarded, canceled, exercised, vested,
unvested or outstanding in my favor, for the purpose of implementing,
administering and managing the Plan (“Data”).

     

    I understand that Data may
be transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located
in my country, or
elsewhere, and that my country may have
different data privacy laws and protections than my country.  I
understand that I may request a list with the names and addresses of any
potential recipients of the Data by contacting my local human resources
representative.  I authorize the recipients
to receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing my
participation in the Plan, including any requisite transfer of such Data as may
be required to a broker, escrow agent or other third party with whom the shares
received upon vesting of the PRSUs may be deposited.  I understand
that Data will be held only as long as is necessary to implement, administer and
manage my participation in the Plan.  I understand that I may, at any
time, view Data, request additional information about the storage and processing
of Data, require any necessary amendments to Data or refuse or withdraw the
consents herein, in any case without cost, by contacting in writing my local
human resources representative.  I understand that refusal or
withdrawal of my consent may affect my ability to participate in the
Plan.  For more information on the consequences of my refusal to
consent or withdrawal of consent, I understand that I may contact my local human
resources representative.

     

    
      	
              ●

            	
              The Plan is
      governed by and subject to U.S. law.  Interpretation of the Plan
      and my rights under the Plan will be governed by provisions of U.S.
      law.  For purposes of litigating any dispute that arises under
      this grant or the Award Agreement, the parties hereby submit to and
      consent to the jurisdiction of the State of Delaware, U.S.A. and agree
      that such litigation shall be conducted in the federal courts for the
      United States for the Northern District of Texas, where this grant is made
      and/or to be performed, and no other
courts.

            


    

     

    
      	
              ●

            	
              I understand
      that I am solely responsible for obtaining/providing whatever exchange
      control approvals, permits, licenses or notices, which may be necessary
      for me to exercise my option, acquire the shares or to hold or sell the
      shares subject to the option.   Neither the
      Corporation nor its Affiliates will be responsible for obtaining
      such approvals, licenses or permits, or for making any such notices, nor
      will the
      Corporation or its Affiliates be liable for any fines or penalties
      I may incur for failure to obtain any required approvals, permits or
      licenses or to make any required
notices.

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              ●

            	
              If one or
      more of the provisions of this Award Agreement shall be held invalid,
      illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions shall not in any way be
      affected or impaired thereby and the invalid, illegal or unenforceable
      provisions shall be deemed null and void; however, to the extent
      permissible by law, any provisions which could be deemed null and void
      shall first be construed, interpreted or revised retroactively to permit
      this Award Agreement to be construed so as to foster the intent of this
      Award Agreement and the
Plan.

            


    

     

    
      	
              ●

            	
              If I have
      received this Award
      Agreement or any other document related to the Plan translated into
      a language other than English and if the
      translated version is different than the English version, the
      English version will control.

            


    

     

    
      	
              ●

            	
              Notwithstanding
      any provisions in this Award Agreement, the option shall be subject to any
      special terms and conditions set forth in Appendix A to this Award
      Agreement for my country.  Moreover, if I relocate to one of the
      countries included in Appendix A, the special terms and conditions for
      such country will apply to me, to the extent the Corporation determines
      that the application of such terms and conditions is necessary or
      advisable in order to comply with local law or facilitate the
      administration of the Plan.  Appendix A constitutes part of this
      Award Agreement.

            


    

     

    
      	
              ●

            	
              The
      provisions of this Award
      Agreement are severable and if any one or more provisions are determined
      to be illegal or otherwise unenforceable, in whole or in part, the
      remaining provisions shall nevertheless be binding and
      enforceable.

            


    

     

    
      	
              ●

            	
              I recognize
      that the grant of this option is not an element of my normal or expected
      compensation and I acknowledge that I have no future rights to option
      grants under this or any other plans offered by the
      Corporation, including but not limited to, upon termination of the
      Plan or upon severance of my
employment.

            


    

     

    
      	
              ●

            	
              The
      Corporation reserves the right to impose other requirements on my
      participation in the Plan, on the option and on any shares acquired under
      the Plan, to the extent the Corporation determines it is necessary or
      advisable in order to comply with local law or facilitate the
      administration of the Plan, and to require me to sign any additional
      agreements or undertakings that may be necessary to accomplish the
      foregoing.

            


    

     

    


    Conclusion
and Acceptance

     

    I
accept this grant via electronic signature by clicking the "Accept" icon and
certify that I have read, understand and agree to the terms and conditions of
the Plan the provisions of the applicable Award
Agreement and all other applicable documents (including any
country-specific terms applicable to any grant).  I hereby authorize
my Employer to
furnish the
Corporation (and any agent administering the Plan or providing
recordkeeping services) with such information and data as it shall request in
order to facilitate the grant of options and enable administration of the Plan
and I understand that such information shall be used only as long and to the
extent necessary to administer my participation in the Plan.  I agree
that my participation in the Plan and the awards granted to me under the Plan
will be governed solely by provisions of U.S. law.

     

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    KIMBERLY-CLARK
CORPORATION

    NONQUALIFIED
STOCK OPTION

    AWARD
AGREEMENT

     

    APPENDIX
A

     

     

    This Appendix A
includes additional terms and conditions that govern this option granted to the
Participant
under the Plan if the Participant
resides in one of the countries listed below.  Certain capitalized
terms used but not defined in this Appendix A have the meanings set forth in the
Plan and/or the Award Agreement.

     

    This
Appendix A also includes information regarding exchange controls and certain
other issues of which the Participant should be aware with respect to the
Participant’s participation in the Plan.  The information is based on
the securities, exchange control and other laws in effect in the respective
countries as of February 2009.  Such laws are often complex and change
frequently.  As a result, the Corporation strongly recommends that the
Participant not rely on the information noted herein as the only source of
information relating to the consequences of the Participant’s participation in
the Plan because the information may be out of date at vesting of the
options or the
subsequent sale of the shares.

     

    In
addition, the information is general in nature and may not apply to the
Participant’s particular situation, and the Corporation is not in a position to
assure the Participant of any particular result.  Accordingly, the
Participant is advised to seek appropriate professional advice as to how the
relevant laws in the Participant’s country may apply to the Participant’s
situation.

     

    Finally,
if the Participant is a citizen or resident of a country other than the one in
which the Participant is currently working, the information contained herein may
not be applicable to the
Participant.

     

    AUSTRALIA

     

    Securities
Law Notice

     

    If the Participant
acquires shares of the Corporation’s Common Stock pursuant to this option and
the Participant
offers his or her shares of the Corporation’s Common Stock for sale to a person
or entity resident in Australia, the offer may be subject to disclosure
requirements under Australian law.  The
Participant
should obtain legal advice on his or her disclosure obligations prior to making
any such offer.

     

    CANADA

     

    Form
of Payment

     

    Notwithstanding
anything in the Plan or the Award Agreement to the contrary, the Participant
is prohibited from surrendering shares of Common Stock that he or she already
owns or attesting to the ownership of shares to pay the option price or any
Tax-Related Items in connection with this option.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Securities
Law Notice

     

    The
Participant is permitted
to sell shares acquired through the Plan through the designated broker appointed
under the Plan, if any, provided the resale of shares acquired under the Plan
takes place outside of Canada through the facilities of a stock exchange on
which the shares are listed.  The Corporation’s shares are currently
listed on the New York Stock
Exchange.

     

    For
Participants in Quebec:  Language
Consent

     

    The parties
acknowledge that it is their express wish that the Award Agreement, as well as
all documents, notices and legal proceedings entered into, given or instituted
pursuant hereto or relating directly or indirectly hereto, be drawn up in
English.

     

    Les
parties reconnaissent avoir exigé la rédaction en anglais de la convention,
ainsi que de tous documents exécutés, avis donnés et procédures judiciaries
intentées, directement ou indirectement, relativement à ou suite à la présente
convention.

     

    Authorization
to Release and Transfer Necessary Personal
Information

     

    The
Participant hereby authorizes the Corporation and the Corporation’s
representatives to discuss with and obtain all relevant information from all
personnel, professional or not, involved in the administration and operation of
the Plan.  The Participant further authorizes the Corporation, any parent,
subsidiary or Affiliate and the plan administrators to disclose and discuss the
Plan with their advisors.  The Participant further authorizes the
Corporation and any parent, subsidiary or Affiliate to record such information
and to keep such information in the Participant’s employee
file.

     

    FRANCE

     

    Consent
to Receive Information in English

     

    By
accepting the Award Agreement providing for the terms and conditions of the Participant’s option grant, the Participant
confirms having read and understood the documents relating to this grant (the
Plan and this Award Agreement) which were provided in English
language.  The Participant accepts the terms of those documents
accordingly.

     

    En
acceptant le Contrat d'Attribution décrivant les termes et conditions
de
l’attribution d’options, le participant confirme ainsi avoir lu et compris les
documents relatifs à cette attribution (le Plan U.S. et ce Contrat
d'Attribution) qui ont été
communiqués en langue anglaise. Le participant
accepte les termes en connaissance de cause.

     

    HONG
KONG

     

    Securities
Law Notice

     

    The offer of the option and the shares to be issued upon
exercise of the option is available only to eligible employees of the
Corporation or its Affiliates participating in the Plan and is not a public
offer of securities.  The Participant should be aware that the
contents of this Award Agreement have not been reviewed by any regulatory
authority in Hong
Kong.  

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


     

    The
Participant is advised to exercise caution in relation to the
offer.  If the Participant is in any doubt about any of the contents
of the Award Agreement or the Plan, the Participant should obtain independent
professional advice.

     

    Sale
of Shares

     

    In
the event the option vests within six months of the date of grant, the
Participant agrees that he or she will not exercise the option and sell the
shares acquired prior to the six-month anniversary of the date of
grant.  

     

    Occupational
Retirement Schemes Ordinance Alert

     

    The
Corporation specifically intends that neither the option nor the Plan will be an
occupational retirement scheme for purposes of the Occupational Retirement
Schemes Ordinance (“ORSO”).

     

    INDIA

     

    Fringe
Benefit Tax

     

    By
accepting this option and participating in the Plan, the Participant
consents and agrees to assume any and all liability for fringe benefit tax that
may be payable by the Participant
or the Employer in connection with the Plan upon
request of the Corporation and at the Corporation’s sole
discretion.  The Participant
understands that the grant of this option and participation in the Plan is
contingent upon his or her agreement to assume liability for fringe benefit tax
payable on the shares of Common Stock acquired under the Plan if the Corporation
so requests.

     

    Further, by
accepting this option and participating in the Plan, the Participant
agrees that the Corporation and/or the Employer may collect fringe benefit tax
from the Participant
by any of the means set forth in the Acknowledgment
of Conditions section of the Award Agreement or any other reasonable
method established by the Corporation.  The Participant
also agrees to execute any other consents or elections required to accomplish
the foregoing, promptly upon request of the Corporation.

     

    ITALY

     

    Method
of Exercise

     

    Notwithstanding
anything to the contrary in the Award Agreement, due to regulatory requirements
in Italy,
the Participant
must exercise this option using the cashless exercise method.  To
complete a full cashless exercise, the Participant
should notify a licensed securities broker acceptable to the Corporation to: (i)
sell all of the shares upon exercise; (ii) use the proceeds to pay the option
price, brokerage fees and any applicable Tax-Related Items; and (iii) remit the
balance in cash to the Participant.  If
the Participant
does not complete this procedure, the Corporation may refuse to allow the Participant
to exercise this option.  The Corporation reserves the right to
provide the Participant
with additional methods of exercise depending on local
developments.

     

    Data
Privacy Notice and Consent.

     

    This provision
replaces in its entirety the data privacy section in
the Award Agreement:

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    The
Participant
hereby explicitly and unambiguously consents to the collection, use, processing
and transfer, in electronic or other form, of his or her personal data as
described in this section of this Appendix A by and among, as applicable, the
Employer, the Corporation and any Affiliate for the exclusive purpose of
implementing, administering, and managing the Participant’s
participation in the Plan.

     

    The
Participant
understands that the Employer, the Corporation and any Affiliate hold certain
personal information about him or her, including, but not limited to, the Participant’s name,
home address and telephone number, date of birth, social insurance or other
identification number, salary, nationality, job title, any shares of Common
Stock or directorships held in the Corporation or any Affiliate, details of all
options, or any other entitlement to shares of Common Stock awarded, canceled,
exercised, vested, unvested or outstanding in the Participant’s favor,
for the exclusive purpose of implementing, managing and administering the Plan
(“Data”).

     

    The
Participant
also understands that providing the Corporation with Data is necessary for the
performance of the Plan and that his or her refusal to provide such Data would
make it impossible for the Corporation to perform its contractual obligations
and may affect the Participant’s ability
to participate in the Plan.  The Controller of personal data
processing is Kimberly-Clark Corporation  with registered offices at
351 Phelps Drive, Irving, Texas  75038, United States of America, and,
pursuant to Legislative Decree no. 196/2003, its representative in Italy is
Kimberly-Clark s.r.l. at Via Della Rocca, 49, Torino, Italy.

     

    The
Participant
understands that Data will not be publicized, but it may be transferred to
banks, other financial institutions, or brokers involved in the management and
administration of the Plan.  The Participant
understands that Data may also be transferred to the Corporation’s
independent registered public accounting firm.  The Participant
further understand that the Corporation and/or any Affiliate  will
transfer Data among themselves as necessary for the purpose of implementing,
administering and managing the Participant’s
participation in the Plan, and that the Corporation and/or any Affiliate may
each further transfer Data to third parties assisting the Corporation in the
implementation, administration, and management of the Plan, including any
requisite transfer of Data to a broker or other third party with whom the Participant
may elect to deposit any shares of Common Stock acquired under the
Plan.  Such recipients may receive, possess, use, retain, and transfer
Data in electronic or other form, for the purposes of implementing,
administering, and managing the Participant’s
participation in the Plan.  The Participant
understands that these recipients may be located in or outside the European
Economic Area, such as in the United States or elsewhere.  Should the
Corporation exercise its discretion in suspending all necessary legal
obligations connected with the management and administration of the Plan, it
will delete Data as soon as it has completed all the necessary legal obligations
connected with the management and administration of the Plan.

     

    The
Participant
understands that Data processing related to the purposes specified above shall
take place under automated or non-automated conditions, anonymously when
possible, that comply with the purposes for which Data is collected and with
confidentiality and security provisions as set forth by applicable laws and
regulations, with specific reference to Legislative Decree no.
196/2003.

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


     

    The
processing activity, including communication, the transfer of Data abroad,
including outside of the European Economic Area, as herein specified and
pursuant to applicable laws and regulations, does not require the Participant’s consent
thereto as the processing is necessary to performance of contractual obligations
related to implementation, administration, and management of the
Plan.  The Participant
understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003,
he or she has the right to, including but not limited to, access, delete,
update, correct, or terminate, for legitimate reason, the Data
processing.  Furthermore, the Participant
is aware that Data will not be used for direct marketing purposes.  In
addition, Data provided can be reviewed and questions or complaints can be
addressed by contacting the Participant’s local
human resources representative.

     

    Plan
Document Acknowledgment

     

    In
accepting the grant of this option, the Participant
acknowledges that he or she has received a copy of the Plan and the Award
Agreement and has reviewed the Plan and the Award Agreement, including this
Appendix A, in their entirety and fully understands and accepts all provisions
of the Plan and the Award Agreement, including this Appendix A.

     

    The Participant
acknowledges that he or she has read and specifically and expressly approves the
following sections of the Award Agreement: Section 2(d) on Payment of
Withholding Taxes; Section 5 on No Right of Continued Employment; Section 9 on
Delaware Law to Govern; the section on Acknowledgment of Conditions; and the
Data Privacy Notice and Consent section included in this Appendix
A.

     

    MALAYSIA

     

    Insider
Trading Notification  

     

    The
Participant should be aware of the Malaysian insider trading rules, which may
impact the Participant’s acquisition or
disposal of shares acquired under the Plan.  Under Malaysian insider
trading rules, the Participant is prohibited from acquiring or selling shares or
rights to shares (e.g., an option) when
in possession of information that is not generally available and that the
Participant knows or should know will have a material effect on the price of
shares once such information is generally available.

     

    Director Notification
Obligation  

     

    If
the Participant is a director of the Corporation’s Malaysian
Affiliate, the Participant is subject to certain notification requirements under
the Malaysian Companies Act.  Among these requirements is an
obligation to notify the Malaysian Affiliate in writing when the Participant
receives or disposes of an interest (e.g., an option or
shares) in the Corporation or any related company.  Such notifications
must be made within 14 days of receiving or disposing of any interest in the
Corporation or any related company.

     

    MEXICO

     

    Labor
Law Policy and Acknowledgment

     

    In
accepting the grant of this option, the Participant
expressly recognizes that Kimberly-Clark Corporation, with registered offices at
351 Phelps Drive, Irving, Texas  75038, United States of America, is
solely responsible for the administration of the Plan and that the Participant’s
participation in the 

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Plan and
acquisition of shares of Common Stock do not constitute an employment
relationship between the Participant
and the Corporation since the Participant
is participating in the Plan on a wholly commercial basis and his or her sole
Employer is Kimberly-Clark de Mexico, S.A. de C.V.  Based on the
foregoing, the Participant
expressly recognizes that the Plan and the benefits that he or she may derive
from participating in the Plan do not establish any rights between the Participant
and the Employer, Kimberly-Clark de Mexico, S.A. de C.V. and do not form part of
the employment conditions and/or benefits provided by Kimberly-Clark de Mexico,
S.A. de C.V., and any modification of the Plan or its termination shall not
constitute a change or impairment of the terms and conditions of the Participant’s
employment.

     

    The Participant
further understands that his or her participation in the Plan is as a result of
a unilateral and discretionary decision of the Corporation; therefore,
Kimberly-Clark Corporation reserves the absolute right to amend and/or
discontinue the Participant’s
participation at any time without any liability to the Participant.

     

    Finally, the Participant
hereby declares that he or she does not reserve to him- or herself any action or
right to bring any claim against Kimberly-Clark Corporation for any compensation
or damages regarding any provision of the Plan or the benefits derived under the
Plan, and the Participant
therefore grants a full and broad release to the Corporation,  its
Affiliates, branches, representation offices, its shareholders, officers,
agents, or legal representatives with respect to any claim that may
arise.

     

    Política
Laboral y Reconocimiento/Aceptación

     

    Al aceptar
el otorgamiento de la Opción de Compra de Acciones y/o Acciones Diferidas, el
Empleado expresamente reconoce que Kimberly-Clark Corporation con oficinas
registradas en 351 Phelps Drive, Irving, Texas  75038, U.S.A., es la
única responsable por la administración del Plan y que la participación del
Empleado en el Plan y en su caso la adquisición de las Opciones de Compra de
Acciones o Acciones no constituyen ni podrán interpretarse como una relación de
trabajo entre el Empleado y Kimberly-Clark Corporation, ya que el Empleado
participa en el Plan en un marco totalmente comercial y su único Patrón lo es
Kimberly-Clark de Mexico, S.A. de C.V. con domicilio en Kimberly-Clark de
Mexico, S.A. de C.V. Mexico.  Derivado de lo anterior, el Empleado
expresamente reconoce que el Plan y los beneficios que pudieran derivar de la
participación en el Plan no establecen derecho alguno entre el Empleado y el
Patrón, Kimberly-Clark de Mexico, S.A. de C.V. y no forma parte de las
condiciones de trabajo y/o las prestaciones otorgadas por Kimberly-Clark de
Mexico, S.A. de C.V. y que cualquier modificación al Plan o su terminación no
constituye un cambio o impedimento de los términos y condiciones de la relación
de trabajo del Empleado.

     

    Asimismo,
el Empleado reconoce que su participación en el Plan es resultado de una
decisión unilateral y discrecional de Kimberly-Clark Corporation por lo tanto,
Kimberly-Clark Corporation se reserva el absoluto derecho de modificar y/o
terminar la participación del Empleado en cualquier momento y sin
responsabilidad alguna frente el Empleado.

     

    Finalmente,
el Empleado por este medio declara que no se reserva derecho o acción alguna que
ejercitar en contra de Kimberly-Clark Corporation por cualquier compensación o
daño en relación con las disposiciones del Plan o de los beneficios derivados
del Plan y por lo tanto, el Empleado otorga el más amplio finiquito que en
derecho proceda a Kimberly-Clark Corporation
, sus afiliadas, subsidiarias, oficinas de representación, sus accionistas,
funcionarios, agentes o representantes legales en relación con cualquier demanda
que pudiera surgir.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    NETHERLANDS

     

    Consent
to Comply with Dutch Securities Law

     

    The
Participant has been granted options under the Plan, pursuant to which the
Participant may acquire shares.  Participants who are residents of the
Netherlands should be aware of the Dutch insider trading rules, which may impact
the sale of such shares.  In particular, the Participant may be
prohibited from effecting certain share transactions if the Participant has
insider information regarding the
Corporation.  

     

    Below
is a discussion of the applicable restrictions.  The Participant is
advised to read the discussion carefully to determine whether the insider rules
apply to the Participant.  If it is uncertain whether the insider
rules apply, the Corporation recommends that the Participant consult with his or
her personal legal advisor.  Please note that the Corporation cannot
be held liable if the Participant violates the Dutch insider
rules.  The Participant is responsible for ensuring compliance with
these rules.  

     

    By
entering into the Award Agreement and participating in the Plan, the Participant
acknowledges having read and understood the notification below and acknowledges
that it is his or her own responsibility to comply with the Dutch insider
trading rules, as discussed herein.

     

    Prohibition
Against Insider Trading

     

    Dutch
securities laws prohibit insider trading.  Under Article 46 of the Act
on the Supervision of the Securities Trade 1995, anyone who has “inside
information” related to the Corporation is prohibited from effectuating a
transaction in securities in or from the Netherlands.  “Inside
information” is knowledge of a detail concerning the issuer to which the
securities relate that is not public and which, if published, would reasonably
be expected to affect the share price, regardless of the actual effect on the
price.  The insider could be any employee of the Corporation or its
Dutch Affiliate who has inside information as described
above.

     

    Given
the broad scope of the definition of inside information, certain employees of
the Corporation working at its Dutch Affiliate may have inside information and
thus, would be prohibited from effectuating a transaction in securities in the
Netherlands at a time when he or she had such inside information.


     

    NEW
ZEALAND

     

    Securities
Law Notice

     

    The Participant
will receive the following documents (in addition to this Appendix A) in
connection with this option from the Corporation:

    


    
      
        
           


        

        
          17

          
            

          

        

        
           


        

      

    

    


     

    
      	
               
      

            	
              1.

            	
              an Award
      Agreement which sets forth the terms and conditions of the option
      grant;

            


    

    
      	
               
      

            	
              2.

            	
              a copy of the
      Corporations’ most recent annual report and most recent financial reports
      have been made available to enable the Participant
      to make informed decisions concerning this option;
  and

            


    

    
      	
               
      

            	
              3.

            	
              a copy of the
      description of the Kimberly-Clark Corporation 2001 Equity Participation
      Plan (“Description”)
      (i.e.,
      the Corporation’s
      Form S-8 Plan Prospectus under the U.S. Securities Act of 1933, as
      amended), and the Corporation will provide any attachments or documents
      incorporated by reference into the Description upon written
      request.  The documents incorporated by reference into the
      Description are updated periodically.  Should the Participant
      request copies of the documents incorporated by reference into the
      Description, the Corporation will provide the Participant
      with the most recent documents incorporated by
  reference.

            


    

     

    RUSSIA

     

    Securities
Law Notice

     

    This Award
Agreement, the Plan and all other materials the Participant
may receive regarding participation in the Plan do not constitute advertising or
an offering of securities in Russia.  The issuance of shares of Common
Stock under the Plan has not and will not be registered in Russia and hence the
shares described in any Plan-related documents may not be offered or placed in
public circulation in Russia.

     

    Please note that,
under the Russian law, the Participant
is not permitted to sell the Corporation’s shares directly to other Russian
individuals and the Participant
is not permitted to bring share certificates into Russia.  All
shares acquired upon exercise of the option will be maintained on the
Participant’s behalf in the United States.

     

    SAUDI
ARABIA

     

    Securities
Law Notice

     

    This
document may not be distributed in the Kingdom except to such persons as
are permitted under the
Offers of Securities Regulations issued by the Capital Market Authority.

     

    The
Capital Market Authority does not make any representation as to the accuracy
or completeness of
this document, and expressly disclaims any liability whatsoever for any loss arising
from, or incurred in reliance upon, any part of this document. Prospective
purchasers of the securities offered hereby should conduct their own
due diligence on the
accuracy of the information relating to the securities. If you do
not understand the
contents of this document you should consult an authorized financial adviser.

     

    SOUTH
AFRICA

     

    Tax
Acknowledgment

     

    By accepting this
option, the Participant
agrees to notify the Employer of the amount of any gain realized upon exercise
of this option.  If the Participant
fails to advise the Employer of the gain realized upon exercise, the Participant
may be liable for a fine.  The Participant
will be responsible for paying any difference between the actual tax liability
and the amount withheld.

    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

    


     

    If
the Participant
uses cash to exercise this option and purchase shares, rather than a cashless
exercise method, the Participant
must first obtain a “Tax Clearance Certificate (in Respect of Foreign
Investment)” from the South African Reserve Service.  The Participant
must also complete a transfer of funds application form to transfer the
funds.  The Tax Clearance Certificate should be presented to a dealer
of the Exchange Control Department of the South Africa Reserve Bank (it is
likely that the Participant’s bank will
qualify as such a dealer), together with a completed application form to
transfer funds.  No transfer of funds may be completed unless the
original Tax Clearance Certificate bears the official stamp and signature of the
Office of Receiver of Revenue of the South African Reserve Service.

     

    SPAIN

     

    Labor
Law Acknowledgment

     

    By
accepting this option, the Participant
acknowledges that he or she understands and agrees to participation in the Plan
and that he or she has received a copy of the Plan.

     

    The Participant
understands that the Corporation has unilaterally, gratuitously and
discretionally decided to grant options under the Plan to individuals who may be
employees of the Corporation or its Affiliates throughout the
world.  The decision is a limited decision that is entered into upon
the express assumption and condition that any grant will not economically or
otherwise bind the Corporation or any of its Affiliates on an ongoing
basis.  Consequently, the Participant
understands that any grant is given on the assumption and condition that it
shall not become a part of any employment contract (either with the Corporation
or any of its Affiliates) and shall not be considered a mandatory benefit,
salary for any purposes (including severance compensation) or any other right
whatsoever.  Further, the Participant
understands and freely accepts that there is no guarantee that any benefit
whatsoever shall arise from any gratuitous and discretionary grant since the
future value of this option and the underlying shares is unknown and
unpredictable.  In addition, the Participant
understands that this grant would not be made but for the assumptions and
conditions referred to above; thus,  the Participant
understands, acknowledges and freely accepts that should any or all of the
assumptions be mistaken or should any of the conditions not be met for any
reason, then this option shall be null and void.

     

    UKRAINE

     

    Method
of Exercise

     

    Notwithstanding
anything to the contrary in the Award Agreement, due to regulatory requirements
in Ukraine, the Participant
must exercise this option using the
cashless exercise method.  To complete a full cashless exercise, the
Participant should notify a licensed securities broker acceptable to the
Corporation to: (i) sell all of the shares upon exercise; (ii) use the proceeds
to pay the option price,  brokerage fees and any applicable
Tax-Related Items; and (iii) remit the balance in cash to the
Participant.  If the Participant does not complete this procedure, the
Corporation may refuse to allow the Participant to exercise this option.  The
Corporation reserves the right to provide the Participant with additional
methods of exercise depending on local
developments.  

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

    


     

    UNITED
KINGDOM

     

    Tax
Acknowledgment

     

    The following
information supplements the information regarding Tax-Related Items in the
Acknowledgment of Conditions section of the Award Agreement:

     

    If
payment or withholding of the income tax due is not made within 90 days of the
event giving rise to the Tax-Related Items or such other period specified in
Section 222(1) (c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the
“Due Date”), the amount of any uncollected Tax-Related Items shall constitute a
loan owed by the Participant
to the Employer, effective on the Due Date.  The Participant
agrees that the loan will bear interest at the then-current Her Majesty’s
Revenue and Customs (“HMRC”)
official rate; it will be immediately due and
repayable.  Notwithstanding the foregoing, if the Participant
is an officer or executive director (as within the meaning of Section 13(k) of
the U.S. Securities and Exchange Act of 1934, as amended), the terms of this
provision will not apply to the Participant.  In
the event that the Participant
is an officer or director, as defined above, and Tax-Related Items are not
collected from or paid by the Participant
by the Due Date, the amount of any uncollected Tax-Related Items may constitute
a benefit to the Participant
on which additional income tax and National Insurance Contributions may be
payable.   The Participant
acknowledges the Corporation or the Employer may recover it at any time
thereafter by any of the means referred to in the Award
Agreement.  The Participant
authorizes the Corporation to withhold the transfer of any shares unless and
until the loan is repaid in full.

     

    


    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    


     

    KIMBERLY-CLARK
CORPORATION

    PERFORMANCE
RESTRICTED STOCK UNIT

    AWARD
AGREEMENT

    (effective
February 26, 2009)

     

     

    This Award, granted
on the date approved by the Committee or the Chief Executive Officer, as the
case may be, and as reflected on the Merrill Lynch Benefits OnLine site, or any
successor system, via the Grant Summary screen as the Grant Date, by
Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the
"Corporation"), is subject to the terms and conditions of the 2001 Equity
Participation Plan (the “Plan”) and this Award Agreement, including any
country-specific terms and conditions contained in Appendix A to this Award
Agreement.

    W
I
T
N
E
S
S
E
T
H:

     

    WHEREAS, the
Corporation has adopted the Plan to encourage those employees who materially
contribute, by managerial, scientific or other innovative means, to the success
of the Corporation or of an Affiliate, to acquire an ownership interest in the
Corporation, thereby increasing their motivation for and interest in the
Corporation's or the Affiliate's long-term success;

     

    NOW, THEREFORE, it
is agreed as follows:

     

    
      	
              1.

            	
              Number
      of Share Units Granted.  The Corporation hereby grants to
      the Participant Performance Restricted Stock Units (“PRSUs”) at the target
      level approved on the date of grant and as reflected on the Merrill Lynch
      Benefits OnLine site, or any successor system, via the Grant Summary
      screen as the Units Granted (the “Target Level”), subject to the terms,
      conditions and restrictions set forth herein and in the Plan, and the
      Corporation's attainment of the Performance Goals established by the
      Committee as set forth on Appendix A-1. The actual number of PRSUs earned
      by the Participant at the end of the Restricted Period may range from 0 to
      200% of the Target
Level.

            


    

     

    2.        
Transferability
Restrictions.

     

    
      	
               
      

            	
              (a)

            	
              Restricted
      Period.  During the Restricted Period, the Participant
      may not sell, assign, transfer, or otherwise dispose of, or mortgage,
      pledge or otherwise encumber the Award.  Except as provided
      under this paragraph 2, the Award, including any accrued dividend
      equivalents, shall be subject to forfeiture until the end of the
      Restricted Period three years after the date of this
      grant.  Participant becomes 100% vested in the number of PRSUs
      earned based on attainment of the Performance Goal at the end of the
      Restricted Period as approved and authorized by the
      Committee.

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              The
      Restricted Period shall begin on the date of the granting of this Award,
      and shall end three years after the date of this grant.  Holders
      of Awards shall have none of the rights of a shareholder with respect to
      such shares including, but not limited to, any right to receive dividends
      in cash or other property or other distribution or rights in respect of
      such shares except as otherwise provided in this Agreement, nor to vote
      such shares as the record owner
thereof.

            


    

     

    During each year in
the Restricted Period, the Participant will not be paid dividend equivalents on
the unvested PRSUs but the Participant will receive a credit equal to dividends
declared on the Corporation’s Common Stock which will be reinvested in
additional PRSUs at the then fair market value of the Corporation’s Common Stock
on the date dividends are paid, and the additional PRSUs will be accumulated and
paid if and when the PRSUs vest, based on the actual number of PRSUs that
vest.  In
the case of dividends paid in property other than cash, the amount of the
dividend shall be deemed to be the fair market value of the property at the time
of the payment of the dividend, as determined in good faith by the
Corporation.  The Corporation shall not be required to segregate any
cash or other property of the Corporation.

     

    
      	
               
      

            	
              (b)

            	
              Termination
      of Employment.  Participant shall forfeit any unvested
      Award, including any accrued dividend equivalents, upon termination of
      employment unless such termination (i) is due to a Qualified Termination
      of Employment, or (ii) if more than six months after the date of grant,
      due to death, Retirement, Total and Permanent Disability, or the shutdown
      or divestiture of a business unit.  A termination of employment
      shall not be deemed to have occurred while a Participant is on military
      leave or other bona fide leave of absence if the period of such leave does
      not exceed six months, or if longer, so long as the Participant retains a
      right to reemployment with the Corporation or an Affiliate under an
      applicable statute or by contract.  For purposes of this
      subparagraph, a leave of absence constitutes a bona fide leave of absence
      only if there is a reasonable expectation that the Participant will return
      to perform services for the Corporation or an Affiliate.  If the
      period of leave exceeds six months and the Participant does not retain a
      right to reemployment under an applicable statute or by contract, the
      employment relationship is deemed to terminate on the first date
      immediately following such six-month period.  Notwithstanding
      the foregoing sentence, where a leave of absence is due to any medically
      determinable physical or mental impairment that can be expected to result
      in death or can be expected to last for a continuous period of not less
      than six months, where such impairment causes the Participant to be unable
      to perform the duties of his or her position of employment or any
      substantially similar position of employment, a 29-month period of absence
      is substituted for such six-month period in determining whether a
      termination of employment shall be deemed to have occurred.  A
      termination of employment with the Corporation or an Affiliate to accept
      immediate reemployment with the Corporation or an Affiliate likewise shall
      not be deemed to be a termination of employment for purposes of the
      Plan.  A Participant who is classified as an intermittent
      employee shall be deemed to have a termination of employment for purposes
      of the Plan.  Notwithstanding anything in this Plan to the
      contrary, a termination of employment with respect to any Restricted Share
      Units that are required to meet the requirements of Section 409A of the
      Code and the regulations thereunder shall not be deemed to be a
      termination of employment
for

            


    

    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


     

    
      	
               
      

            	
              purposes of
      the Plan if it is anticipated that the level of bona fide services the
      Participant would perform after such date would continue at a rate equal
      to more than 20 percent of the average level of bona fide services
      performed over the immediately preceding 36-month period (or the full
      period of services to the Corporation or an Affiliate if the Participant
      has been providing such services less than 36
  months).

            


    

     

    
      	
               
      

            	
              (c)

            	
              Death,
      Retirement, or Total and Permanent Disability.  In the
      event that more than six months after the date of grant the Participant’s
      termination of employment is due to death or Total and Permanent
      Disability, it shall result in pro rata vesting in the number of PRSUs
      earned.   This pro rata vesting shall be determined based
      on the Target Level of PRSUs (including any accrued dividend
      equivalents accumulated pursuant to Section 2(a)) (1) prorated for the
      number of full months of employment during the Restricted Period prior to
      the Participant’s termination of employment, multiplied by (2) the
      Performance Goal percentage as approved and authorized by the Committee at
      the end of the Restricted Period.  Any fractional share of the
      Corporation resulting from such a prorated award shall be rounded to the
      nearest whole share and shall be paid within 70 days following the end of
      the Restricted Period.  In the event that more than six months
      after the date of grant the Participant’s termination of employment is due
      to Retirement it shall result in 100% vesting in the number of PRSUs
      earned based on attainment of the Performance Goal at the end of the
      Restricted Period as approved and authorized by the Committee, and such
      Award shall be paid within 70 days following the end of the Restricted
      Period.

            


    

     

    
      	
               
      

            	
              Notwithstanding
      this Section 2(c), if the Corporation receives an opinion of counsel that
      there has been a legal judgment and/or legal development in the
      Participant’s jurisdiction that would likely result in the favorable
      Retirement treatment that applies to the PRSUs under this Section 2(c)
      being deemed unlawful and/or discriminatory, then the Corporation will not
      apply the favorable Retirement treatment and PRSUs will be treated as they
      would under the rules that apply if the Participant’s employment with the
      Corporation or an Affiliate ends for any other reason, as
      applicable.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Shutdown
      or Divestiture.  In the event that more than six months
      after the date of grant the Participant’s termination of employment is due
      to the shutdown or divestiture of the Corporation’s or its Affiliate’s
      business it shall result in pro rata vesting in the number of PRSUs
      earned.  This pro rata vesting shall be determined based on the
      Target Level of PRSUs (including any accrued dividend equivalents
      accumulated pursuant to Section 2(a)) (1) prorated for the number of full
      years of employment during the Restricted Period prior to the
      Participant’s termination of employment, multiplied by (2) the Performance
      Goal percentage as approved and authorized by the Committee at the end of
      the Restricted Period. Any fractional share of the Corporation resulting
      from such a prorated award shall be rounded to the nearest whole share and
      shall be paid within 70 days following the end of the Restricted
      Period.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Qualified
      Termination of Employment.  In the event of a Qualified
      Termination of Employment all restrictions will lapse and the shares will
      become fully vested and the number of shares that shall be considered to
      vest shall be the
greater

            


    

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


     

    
      	
               
      

            	
              of the Target
      Level or the number of shares which would have vested based on the
      attainment of the Performance Goal as of the end of the prior calendar
      year and shall be paid within 10 days following the last day of employment
      of the Participant with the Corporation.  Notwithstanding
      anything in this Agreement to the contrary, the payment of an Award to a
      Key Employee who has separated from service due to a Qualified Termination
      of Employment shall be made at the earlier of the first day of the seventh
      month following the date of separation from service or the end of the
      Restricted Period.  A Key Employee is any Participant who meets
      the definition of a specified employee as defined in Section
      409A(a)(2)(B)(i) of the Code and the regulations promulgated
      thereunder.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Payment
      of Awards.  The payment of the Award shall be made in
      shares of Common Stock except that any accrued dividend equivalents
      accumulated pursuant to Section 2(a) shall be paid in
      cash.  Except as may otherwise be provided in subparagraph 2(e),
      the payment of an Award shall be made within 70 days following the end of
      the Restricted
Period.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Payment
      of Withholding Taxes.  No shares of Common Stock, nor any
      cash payment, may be delivered under this Award, unless prior to or
      simultaneously with such issuance, the Participant or, in the event of his
      death, the person succeeding to his rights hereunder, shall pay to the
      Corporation such amount as the Corporation advises is required under
      applicable federal, state or local laws to withhold and pay over to
      governmental taxing authorities by reason of the delivery of such shares
      of Common Stock and any cash payment pursuant to this
      Award.  The Corporation may, in its discretion, withhold payment
      of required withholding taxes with cash or shares of Common Stock which
      otherwise would be delivered following the date of vesting of the Award
      under this paragraph
2.

            


    

     

    
      	
              3.

            	
              Nontransferability.
      Neither the Award nor the Participant’s right to receive payment for
      vested Awards may be assigned or transferred except upon the death of the
      Participant (i) by will, (ii) by the laws of descent and distribution or
      (iii) for Participants residing in the U.S., pursuant to a designation by
      the Participant of a beneficiary or beneficiaries, provided that no such
      designation shall be effective unless filed with the Committee prior to
      the death of such
Participant.

            


    

     

    
      	
              4.

            	
              Compliance
      with Law.  No payment may be made under this Award,
      unless prior to the issuance thereof, the Corporation shall have received
      an opinion of counsel to the effect that this Award by the Corporation to
      the Participant will not constitute a violation of the Securities Act of
      1933, as amended.  As a condition of this Award, the Participant
      shall, if requested by the Corporation, submit a written statement in form
      satisfactory to counsel for the Corporation, to the effect that any shares
      received under this Award shall be for investment and not with a view to
      the distribution thereof within the meaning of the Securities Act of 1933,
      as amended, and the Corporation shall have the right, in its discretion,
      to cause the certificates representing shares hereunder to be
      appropriately legended to refer to such undertaking or to any legal
      restrictions imposed upon the transferability thereof by reason of such
      undertaking.

            


    

    


    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


     

    
      	
               
      

            	
              The Award
      granted hereby is subject to the condition that if the listing,
      registration or qualification of the shares subject hereto on any
      securities exchange or under any state or federal law, or if the consent
      or approval of any regulatory body shall be necessary as a condition of,
      or in connection with, the granting of the Award or the delivery of shares
      thereunder, such shares may not be delivered unless and until such
      listing, registration, qualification, consent or approval shall have been
      effected or obtained.  The Corporation agrees to use its best
      efforts to obtain any such requisite listing, registration, qualification,
      consent or approval.

            


    

     

    
      	
               
      

            	
              The
      Participant is solely responsible for obtaining/providing whatever
      exchange control approvals, permits, licenses, or notices, which may be
      necessary for the Participant to hold the Award, or to receive any payment
      of cash or shares or to hold or sell the shares subject to the Award, if
      any.  Neither the Corporation nor its Affiliates will be
      responsible for obtaining any such approvals, licenses or permits, or for
      making any such notices, nor will the Corporation or its Affiliates be
      liable for any fines or penalties the Participant may incur for failure to
      obtain any required approvals, permits or licenses or to make any required
      notices.

            


    

     

    
      	
              5.

            	
              No
      Right of Continued Employment.  The granting of this
      Award does not confer upon the Participant any legal right to be continued
      in the employ of the Corporation or its Affiliates, and the Corporation
      and its Affiliates reserve the right to discharge the Participant whenever
      the interest of the Corporation or its Affiliates may so require without
      liability to the Corporation or its Affiliates, the Board of Directors of
      the Corporation or its Affiliates, or the Committee, except as to any
      rights which may be expressly conferred on the Participant under this
      Award.

            


    

     

    
      	
              6.

            	
              Discretion
      of the Corporation, Board of Directors and the
      Committee.  Any decision made or action taken by the
      Corporation or by the Board of Directors of the Corporation or by the
      Committee arising out of or in connection with the construction,
      administration, interpretation and effect of this Award shall be within
      the absolute discretion of the Corporation, the Board of Directors of the
      Corporation or the Committee, as the case may be, and shall be conclusive
      and binding upon all
persons.

            


    

     

    
      	
              7.

            	
              Inalienability
      of Benefits and Interest.  This Award and the rights and
      privileges conferred hereby shall not be subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
      or charge, and any such attempted action shall be void and no such benefit
      or interest shall be in any manner liable for or subject to debts,
      contracts, liabilities, engagements, or torts of the
      Participant.

            


    

     

    
      	
              8.

            	
              Delaware
      Law to Govern.  The Plan is governed by and subject to
      the laws of the United States of America.  All questions
      pertaining to the construction, interpretation, regulation, validity and
      effect of the provisions of this Award and any rights under the Plan shall
      be determined in accordance with the laws of the State of
      Delaware.

            


    

     

    
      	
              9.

            	
              Purchase
      of Common Stock.  The Corporation and its Affiliates may,
      but shall not be required to, purchase shares of Common Stock of the
      Corporation for purposes of satisfying the requirements of this
      Award.  The Corporation and its Affiliates shall have no
      obligation to retain and shall have the unlimited right to sell or
      otherwise deal with for their own account, any shares of Common Stock of
      the Corporation purchased for satisfying the requirements of this
      Award.

            


    

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


     

    
      	
              10.

            	
              Notices.  Any
      notice to be given to the Corporation under this Award shall be addressed
      to the Corporation in care of its Director of Compensation located at the
      World Headquarters, and any notice to be given to the Participant under
      the terms of this Award may be addressed to him at his address as it
      appears on the Corporation's records, or at such other address as either
      party may hereafter designate in writing to the other.  Any such
      notice shall be deemed to have been duly given if and when enclosed in a
      properly sealed envelope or wrapper addressed as aforesaid, registered and
      deposited, postage and registry fee prepaid, in a post office or branch
      post office regularly maintained by the United States
      Government.

            


    

     

    
      	
              11.

            	
              Changes
      in Capitalization.  In the event there are any changes in
      the Common Stock or the capitalization of the Corporation through a
      corporate transaction, such as any merger, any acquisition through the
      issuance of capital stock of the Corporation, any consolidation, any
      separation of the Corporation (including a spin-off or other distribution
      of stock of the Corporation), any reorganization of the Corporation
      (whether or not such reorganization comes within the definition of such
      term in Section 368 of the Code), or any partial or complete liquidation
      by the Corporation, recapitalization, stock dividend, stock split or other
      change in the corporate structure, appropriate adjustments and changes
      shall be made by the Committee in (a) the number of shares subject to this
      Award, and (b) such other provisions of this Award as may be necessary and
      equitable to carry out the foregoing
    purposes.

            


    

     

    
      	
              12.

            	
              Effect
      on Other Plans.  All benefits under this Award shall
      constitute special compensation and shall not affect the level of benefits
      provided to or received by the Participant (or the Participant's estate or
      beneficiaries) as part of any employee benefit plan of the Corporation or
      an Affiliate.  This Award shall not be construed to affect in
      any way the Participant's rights and obligations under any other plan
      maintained by the Corporation or an Affiliate on behalf of
      employees.

            


    

     

    
      	
              13.

            	
              Discretionary
      Nature of Award.  The grant of an Award is a one-time
      benefit and does not create any contractual or other right to receive a
      grant of Awards or benefits in lieu of Awards in the
      future.  Future grants, if any, will be at the sole discretion
      of the Corporation, including, but not limited to, the timing of any
      grant, the number of PRSUs and vesting provisions.  The value of
      the Award is an extraordinary item of compensation outside the scope of
      the Participant’s employment contract, if any.  As such, the
      Award is not part of normal or expected compensation for purposes of
      calculating any severance, resignation, redundancy, end of service
      payments, bonuses, long-service awards, pension or retirement benefits or
      similar payments.

            


    

     

    
      	
              14.

            	
              Data
      Privacy.  The Participant hereby authorizes the
      Participant’s employer to furnish the Corporation (and any agent of the
      Corporation administering the Plan or providing Plan recordkeeping
      services) with such information and data as it shall request in order to
      facilitate the grant of Awards and administration of the Plan and the
      Participant waives any data privacy rights such Participant might
      otherwise have with respect to such
    information.

            


    

     

    
      	
              15.

            	
              Conflict
      with Plan.  This Award is awarded pursuant to and subject
      to the Plan.  This Agreement is intended to supplement and carry
      out the terms of the Plan.  It is subject to all terms and
      provisions of the Plan and, in the event of a conflict, the Plan shall
      prevail.

            


    

    


    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


     

    
      	
              16.

            	
              Successors.  This
      Award shall be binding upon and inure to the benefit of any successor or
      successors of the
Corporation.

            


    

     

    
      	
              17.

            	
              Amendments.  The
      Committee may at any time alter or amend this Award to the extent (1)
      permitted by law, (2) permitted by the rules of any stock exchange on
      which the Common Stock or any other security of the Corporation is listed,
      and (3) permitted under applicable provisions of the Securities Act of
      1933, as amended, the Securities Exchange Act of 1934, as amended
      (including rule 16b-3
thereof).

            


    

     

    
      	
              18.

            	
              Defined
      Terms.  Terms which are capitalized are defined herein or
      in the Plan and have the same meaning set forth in the Plan, unless the
      context indicates
otherwise.

            


    

     

    
      	
              19.

            	
              For
      U.S. Participants Only.  A U.S. Participant who has not
      previously signed a noncompete agreement has until the end of the one
      hundred twenty (120) day period beginning from the date of grant of this
      Award to sign and return the Noncompete Agreement provided to such
      Participant.  If the U.S. Participant does not sign and return
      the provided Noncompete Agreement on or before the end of such one hundred
      twenty (120) day period then the grant of the Award, as set forth in
      Section 1, shall not be binding on and shall be voidable by the
      Corporation, in which case it shall have no further force or
      effect.

            


    

     

    
      	
              20.

            	
              Acceptance
      of Award Terms and Conditions.  A Participant has until
      the end of the one hundred twenty (120) day period beginning from the date
      of grant of this Award to accept this Award Agreement.  If the
      Participant does not accept this Award Agreement on or before the end of
      such one hundred twenty (120) day period then the grant of the Award, as
      set forth in Section 1, shall not be binding on and shall be voidable by
      the Corporation, in which case it shall have no further force or
      effect.

            


    

     

    Acknowledgment
of Conditions

     

    I understand and
acknowledge the following conditions with respect to the Award granted to me
under the Plan:

     

    
      	
              ●

            	
              The Plan is
      established voluntarily by the Corporation, it is discretionary in nature
      and the Corporation may modify, amend, suspend, cancel or terminate it at
      any time.  The grant of an Award is a one-time benefit and does
      not create any contractual or other right to receive an Award or benefits
      in lieu of an Award in the future, even if an Award has been granted
      repeatedly in the past.  Future grants, if any, will be at the
      sole discretion of the Corporation, including, but not limited to, the
      timing of any grant, the number of Awards, vesting provisions and the
      exercise price.

            


    

     

    
      	
              ●

            	
              My
      participation in the Plan is voluntary. Participation in the Plan will not
      create a right to further employment with the Participant’s actual
      employer (the “Employer”) and shall not interfere with the ability of the
      Employer to terminate my employment relationship at any
      time.  Further, the Award and my participation in the Plan will
      not be interpreted to form an employment contract or relationship with the
      Corporation or any Affiliate.

            


    

     

    
      	
              ●

            	
              The value of
      the Award is an extraordinary item outside the scope of my employment
      contract, if any, and is not intended to replace any pension rights or
      compensation.  As such, the PRSU award is not part of normal or
      expected compensation for purposes
of

            


    

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


     

    calculating any
severance, resignation, termination, redundancy, dismissal, end of service
payments, bonuses, long-service awards, pension, retirement or welfare benefits
or similar payments and in no event shall be considered as compensation for, or
relating in any way to, past services for the Corporation or my
Employer.

     

    
      	
              ●

            	
              The future
      value of the underlying shares is unknown and cannot be predicted with
      certainty.  

            


    

     

    
      	
              ●

            	
              The Award and
      benefits under the Plan, if any, will not automatically transfer to
      another company in the case of a merger, take-over or transfer of
      liability.

            


    

     

    
      	
              ●

            	
              In
      consideration of the grant of the Award, no claim or entitlement to
      compensation or damages shall arise from termination of the Award, and no
      claim or entitlement to compensation or damages shall arise from any
      diminution in value of the PRSUs or shares received upon vesting of PRSUs
      resulting from termination of my employment by the Corporation or the
      Employer (for any reason whatsoever and whether or not in breach of local
      labor laws) and I irrevocably release the Corporation and the Employer
      from any such claim that may arise; if, notwithstanding the foregoing, any
      such claim is found by a court of competent jurisdiction to have arisen,
      then, by accepting this Award Agreement, I shall be deemed irrevocably to
      have waived any entitlement to pursue such
  claim.

            


    

     

    
      	
              ●

            	
              In the event
      of termination of my employment (whether or not in breach of local labor
      laws and except as otherwise explicitly provided in the Award Agreement of
      the Plan), my right to receive PRSUs and vest under the Plan, if any, will
      terminate effective as of the date that I am no longer actively employed
      and will not be extended by any notice period mandated under local law
      (e.g.,
      active employment would not include a period of “garden leave” or similar
      period pursuant to local law); the Committee shall have the exclusive
      discretion to determine when I am no longer actively employed for purposes
      of the Award.

            


    

     

    
      	
              ●

            	
              The
      Corporation is not providing any tax, legal or financial advice, nor is
      the Corporation making any recommendations regarding participation in the
      Plan.  Further, I have been advised to consult with my own
      advisors regarding participation in the Plan before taking any action
      related to the Plan.

            


    

     

    
      	
              ●

            	
              Regardless of
      any action the Corporation or the Employer takes with respect to any or
      all income tax, social insurance, payroll tax, payment on account or other
      tax-related items related to my participation in the Plan and legally
      applicable to me, or deemed by the Corporation or the Employer to be an
      appropriate charge to me even if technically due by the Corporation or the
      Employer (“Tax-Related Items”), I acknowledge that the ultimate liability
      for all Tax-Related Items is and remains my responsibility and may exceed
      the amount actually withheld by the Corporation or the
      Employer.  I further acknowledge that the Corporation and/or the
      Employer (i) make no representations or undertakings regarding the
      treatment of any Tax-Related Items in connection with any aspect of the
      Award, including, but not limited to, the grant of the PRSUs, the vesting
      of PRSUs, the conversion of the PRSUs into shares or the receipt of an
      equivalent cash payment, the subsequent sale of any shares acquired at
      vesting and the receipt of any dividends; and (ii) do not commit to
      and are under no obligation to structure the terms of the grant or any
      aspect of the Award to reduce or eliminate the my liability for
      Tax-Related Items or achieve any particular tax
      result.  Further, if I have become subject to tax in more than
      one jurisdiction between the date of the Award and the date of any
      relevant taxable or tax

            


    

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


     

     

    withholding event,
as applicable, I acknowledge that the Corporation and/or the Employer (or former
employer, as applicable) may be required to withhold or account for Tax-Related
Items in more than one jurisdiction.

     

    
      	
              ●

            	
              Prior to the
      relevant taxable or tax withholding event, as applicable, I shall pay or
      make adequate arrangements satisfactory to the Corporation and/or the
      Employer to satisfy or account for all Tax-Related Items.  In
      this regard, I authorize the Corporation or the Employer, or their
      respective agents, at their discretion, to satisfy the obligations with
      regard to all Tax-Related Items by one or a combination of the
      following:

            


    

     

    
      	
               
      

            	
              1.

            	
              withholding
      from my wages or other cash compensation paid to me by the Corporation
      and/or the Employer; or

            


    

     

    
      	
               
      

            	
              2.

            	
              withholding
      from proceeds of the sale of shares acquired upon vesting of the Award
      either through a voluntary sale or through a mandatory sale arranged by
      the Corporation (on my behalf, pursuant to this authorization);
      or

            


    

     

    
      	
               
      

            	
              3.

            	
              withholding
      in shares to be issued upon vesting of the
  Award.

            


    

     

    
      	
              ●

            	
              To avoid
      negative accounting treatment, the Corporation may withhold or account for
      Tax-Related Items by considering applicable minimum statutory withholding
      amounts or other applicable withholding rates.  If the
      obligation for Tax-Related Items is satisfied by withholding in shares,
      for tax purposes, I am deemed to have been issued the full number of
      shares subject to the Award, notwithstanding that a number of shares are
      held back solely for the purpose of paying the Tax-Related Items due as a
      result of any aspect of my participation in the
  Plan.

            


    

     

    
      	
              ●

            	
              Finally, I
      shall pay to the Corporation or to the Employer any amount of Tax-Related
      Items that the Corporation or the Employer may be required to withhold or
      account for as a result of my participation in the Plan that cannot be
      satisfied by the means previously described.  The Corporation
      may refuse to deliver shares or the proceeds of the sale of shares to me
      if I fail to comply with my obligations in connection with the Tax-Related
      Items.

            


    

     

    
      	
              ●

            	
              I
      hereby
      explicitly and unambiguously consent to the collection, use and transfer,
      in electronic or other form, of my personal data as described in this
      Award Agreement and
      any other PRSU grant materials by
      and among, as applicable, my Employer, the Corporation, and its Affiliates
      for the purpose of implementing, administering and managing my
      participation in the
Plan.

            


    

     

    
      	
              ●

            	
              I understand
      that the Corporation and my Employer
      may hold certain personal information about me, including, but not limited
      to, my name,
      home address and telephone number, date of birth, social insurance number
      or other identification number, salary, nationality, job title, any shares
      of Common Stock or directorships held in the Corporation, details of all
      Awards or
      any other entitlement to shares awarded, canceled, vested, unvested or
      outstanding in my favor,
      for the purpose of implementing, administering and managing the Plan
      (“Data”).  I understand
      that Data may be transferred to any third parties assisting in the
      implementation, administration and management of the Plan, that these
      recipients may be located in my country,
      or elsewhere, and that my country may have different data privacy laws and
      protections than my country.  I understand
      that I may
      request a list with the names and addresses of any potential recipients of
      the Data by contacting my local

            


    

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


     

     

    human
resources representative.  I authorize the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing my participation in the
Plan, including any requisite transfer of such Data as may be required to a
broker, escrow agent or other third party with whom the shares received upon
vesting of the PRSUs may be deposited.  I understand that Data will be
held only as long as is necessary to implement, administer and manage my
participation in the Plan.  I understand that I may, at any time, view
Data, request additional information about the storage and processing of Data,
require any necessary amendments to Data or refuse or withdraw the consents
herein, in any case without cost, by contacting in writing my local human
resources representative.  I understand that refusal or withdrawal of
my consent may affect my ability to participate in the Plan.  For more
information on the consequences of my refusal to consent or withdrawal of
consent, I understand that I may contact my local human resources
representative.

     

    
      	
              ●

            	
              The Plan is
      governed by and subject to U.S. law.  Interpretation of the Plan
      and my rights under the Plan will be governed by provisions of U.S.
      law.  For purposes of litigating any dispute that arises under
      this Award or Award Agreement, the parties submit to and consent to the
      jurisdiction of the State of Delaware, and agree that such litigation
      shall be conducted in the federal courts for the United States for the
      Northern District of Texas and no other
courts.

            


    

     

    
      	
              ●

            	
              I understand
      that I am solely responsible for obtaining/providing whatever exchange
      control approvals, permits, licenses or notices, which may be necessary
      for my Award, to acquire the shares or to hold or sell the shares subject
      to the PRSU award. Neither the Corporation nor its Affiliates will be
      responsible for obtaining such approvals, licenses or permits, or for
      making any such notices, nor will the Corporation or its Affiliates be
      liable for any fines or penalties I may incur for failure to obtain any
      required approvals, permits or licenses or to make any required
      notices.

            


    

     

    
      	
              ●

            	
              If one or
      more of the provisions of this Award Agreement shall be held invalid,
      illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions shall not in any way be
      affected or impaired thereby and the invalid, illegal or unenforceable
      provisions shall be deemed null and void; however, to the extent
      permissible by law, any provisions which could be deemed null and void
      shall first be construed, interpreted or revised retroactively to permit
      this Award Agreement to be construed so as to foster the intent of this
      Award Agreement and the Plan.

            


    

     

    
      	
              ●

            	
              If I have
      received this Award Agreement or any other document related to the Plan
      translated into a language other than English and if the translated
      version is different than the English version, the English version will
      control.

            


    

     

    
      	
              ●

            	
              Notwithstanding
      any provisions in this Award Agreement, the Award shall be subject to any
      special terms and conditions set forth in Appendix A to this Award
      Agreement for my country.  Moreover, if I relocate to one of the
      countries included in Appendix A, the special terms and conditions for
      such country will apply to me, to the extent the Corporation determines
      that the application of such terms and conditions is necessary or
      advisable in order to comply with local law or facilitate the
      administration of the Plan.  Appendix A constitutes part of this
      Award Agreement.

            


    

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


     

     

    
      	
              ●

            	
              The
      provisions of this Award
      Agreement are severable and if any one or more provisions are determined
      to be illegal or otherwise unenforceable, in whole or in part, the
      remaining provisions shall nevertheless be binding and
      enforceable.

            


    

     

    
      	
              ●

            	
              I recognize
      that the grant of this PRSU award is not an element of my normal or
      expected compensation and I acknowledge that I have no future rights to
      Awards under this or any other plans offered by the Corporation, including
      but not limited to, upon termination of the Plan or upon severance of my
      employment.

            


    

     

    
      	
              ●

            	
              The
      Corporation reserves the right to impose other requirements on my
      participation in the Plan, on the Award and on any shares acquired under
      the Plan, to the extent the Corporation determines it is necessary or
      advisable in order to comply with local law or facilitate the
      administration of the Plan, and to require me to sign any additional
      agreements or undertakings that may be necessary to accomplish the
      foregoing.

            


    

     

     

    Conclusion
and Acceptance

     

    I
accept this grant via electronic signature by clicking the "Accept"
icon and certify that I have read, understand and agree to the terms and
conditions of the Plan, the provisions of the applicable Award Agreement and all
other applicable documents (including any country-specific terms applicable
to my grant).  I hereby authorize my Employer to furnish the
Corporation (and any agent administering the Plan or providing recordkeeping
services) with such information and data as it shall request in order to
facilitate the grant of Awards and enable administration of the Plan
and I understand that such information shall be used only as
long and to the extent necessary to administer my participation in the
Plan. I agree that my participation in the Plan and the
Awards granted to me under the Plan will be
governed solely by provisions of U.S. law. 

     

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    KIMBERLY-CLARK
CORPORATION

    PERFORMANCE
RESTRICTED STOCK UNIT

    AWARD
AGREEMENT

     

    APPENDIX
A

     

     

    This Appendix A
includes additional terms and conditions that govern the Award granted to the
Participant under the Plan if the Participant resides in one of the countries
listed below.  Certain capitalized terms used but not defined in this
Appendix A have the meanings set forth in the Plan and/or the Award
Agreement.

     

    This Appendix A
also includes information regarding exchange controls and certain other issues
of which the Participant should be aware with respect to the Participant’s
participation in the Plan.  The information is based on the
securities, exchange control and other laws in effect in the respective
countries as of February 2009.  Such laws are often complex and change
frequently.  As a result, the Corporation strongly recommends that the
Participant not rely on the information noted herein as the only source of
information relating to the consequences of the Participant’s participation in
the Plan because the information may be out of date at vesting of the Award or
the subsequent sale of the shares or receipt of any dividends or dividend
equivalents.

     

    In
addition, the information is general in nature and may not apply to the
Participant’s particular situation, and the Corporation is not in a position to
assure the Participant of any particular result.  Accordingly, the
Participant is advised to seek appropriate professional advice as to how the
relevant laws in the Participant’s country may apply to the Participant’s
situation.

     

    Finally, if the
Participant is a citizen or resident of a country other than the one in which
the Participant is currently working, the information contained herein may not
be applicable to the Participant.

     

    AUSTRALIA

     

    Securities
Law Notice

     

    If the Participant acquires shares
of the Corporation’s Common Stock pursuant to this Award and the Participant
offers his or her shares of the Corporation’s Common Stock for sale to a person
or entity resident in Australia, the offer may be subject to disclosure
requirements under Australian law.  The
Participant should obtain legal advice on his or her disclosure obligations
prior to making any such offer.

     

    Award
Payable Only in Shares

     

    Notwithstanding any
discretion contained in the Plan, or any provision in the Award Agreement to the
contrary, Awards granted to Participants in Australia shall be paid in shares of
the Corporation’s Common Stock only and do not provide any right for the
Participant to receive a cash payment.

     

    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    CANADA

     

    Award
Payable Only in Shares

     

    Notwithstanding any
discretion contained in the Plan, or any provision in the Award Agreement to the
contrary, Awards granted to Participants in Canada shall be paid in shares of
the Corporation’s Common Stock only and do not provide any right for the
Participant to receive a cash payment.

     

    Securities
Law Notice

     

    The Participant is
permitted to sell shares acquired through the Plan through the designated broker
appointed under the Plan, if any, provided the resale of shares acquired under
the Plan takes place outside of Canada through the facilities of a stock
exchange on which the shares are listed.  The Corporation’s shares are
currently listed on the New York Stock Exchange.

     

    For
Awards Granted to Participants in Quebec:  Language
Consent

     

    The parties
acknowledge that it is their express wish that the Award Agreement, as well as
all documents, notices and legal proceedings entered into, given or instituted
pursuant hereto or relating directly or indirectly hereto, be drawn up in
English.

     

    Les
parties reconnaissent avoir exigé la rédaction en anglais de la convention,
ainsi que de tous documents exécutés, avis donnés et procédures judiciaries
intentées, directement ou indirectement, relativement à ou suite à la présente
convention.

     

    Authorization
to Release and Transfer Necessary Personal Information

     

    The Participant
hereby authorizes the Corporation and the Corporation’s representatives to
discuss with and obtain all relevant information from all personnel,
professional or not, involved in the administration and operation of the
Plan.  The Participant further authorizes the Corporation, any parent,
subsidiary or Affiliate and the plan administrators to disclose and discuss the
Plan with their advisors.  The Participant further authorizes the
Corporation and any parent, subsidiary or Affiliate to record such information
and to keep such information in the Participant’s employee file.

     

    FRANCE

     

    Consent
to Receive Information in English

     

    By accepting the
Award Agreement providing for the terms and conditions of the Participant’s
grant, the Participant confirms having read and understood the documents
relating to this grant (the Plan and this Award Agreement) which were provided
in English language.  The Participant accepts the terms of those
documents accordingly.

     

    En
acceptant le Contrat d'Attribution décrivant les termes et conditions
de
l’attribution d’options, le participant confirme ainsi avoir lu et compris les
documents relatifs à cette attribution (le Plan U.S. et ce Contrat
d'Attribution) qui ont été
communiqués en langue anglaise. Le participant
accepte les termes en connaissance de cause.

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


     

    HONG
KONG

     

    Securities
Law Notice

     

    The
offer of the Award and the shares to be issued upon vesting is available only to
eligible employees of the Corporation or its Affiliates participating in the
Plan and is not a public offer of securities.  The Participant should
be aware that the contents of this Award Agreement have not been reviewed by any
regulatory authority in Hong Kong.  The Participant is advised to
exercise caution in relation to the offer.  If the Participant is in
any doubt about any of the contents of the Award Agreement or the Plan, the
Participant should obtain independent professional
advice.

     

    Sale
of Shares

     

    In
the event the Award vests within six months of the date of grant, the
Participant agrees that he or she will not dispose of the shares acquired prior
to the six-month anniversary of the date of
grant.

     

    Occupational
Retirement Schemes Ordinance Alert

     

    The
Corporation specifically intends that neither the Award nor the Plan will be an
occupational retirement scheme for purposes of the Occupational Retirement
Schemes Ordinance (“ORSO”).

     

    INDIA

     

    Fringe
Benefit Tax

     

    By
accepting this Award and participating in the Plan, the Participant consents and
agrees to assume any and all liability for fringe benefit tax that may be
payable by the Participant or the Employer in connection with the Plan upon
request of the Corporation and at the Corporation’s sole
discretion.  The Participant understands that the grant of the Award
and participation in the Plan is contingent upon his or her agreement to assume
liability for fringe benefit tax payable on the shares of Common Stock acquired
under the Plan if the Corporation so requests.

     

    Further, by
accepting this Award and participating in the Plan, the Participant agrees that
the Corporation and/or the Employer may collect fringe benefit tax from the
Participant by any of the means set forth in the Acknowledgment
of Conditions section of the Award Agreement or any other reasonable
method established by the Corporation.  The Participant also agrees to
execute any other consents or elections required to accomplish the foregoing,
promptly upon request of the Corporation.

     

    ITALY

     

    Data
Privacy Notice and Consent.

     

    This provision
replaces in its entirety the data privacy section in the Award
Agreement:

    


    
      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

    


     

    The
Participant hereby explicitly and unambiguously consents to the collection, use,
processing and transfer, in electronic or other form, of his or her personal
data as described in this section of this Appendix A by and among, as
applicable, the Employer, the Corporation and any Affiliate for the exclusive
purpose of implementing, administering, and managing the Participant’s
participation in the Plan.

     

    The
Participant understands that the Employer, the Corporation and any Affiliate
hold certain personal information about him or her, including, but not limited
to, the Participant’s name, home address and telephone number, date of birth,
social insurance or other identification number, salary, nationality, job title,
any shares of Common Stock or directorships held in the Corporation or any
Affiliate, details of all Awards, or any other entitlement to shares of Common
Stock awarded, canceled, exercised, vested, unvested or outstanding in the
Participant’s favor, for the exclusive purpose of implementing, managing and
administering the Plan (“Data”). 

     

    The
Participant also understands that providing the Corporation with Data is
necessary for the performance of the Plan and that his or her refusal to provide
such Data would make it impossible for the Corporation to perform its
contractual obligations and may affect the Participant’s ability to participate
in the Plan.  The Controller of personal data processing is
Kimberly-Clark Corporation  with registered offices at 351 Phelps
Drive, Irving, Texas  75038, United States of America, and, pursuant
to Legislative Decree no. 196/2003, its representative in Italy is
Kimberly-Clark s.r.l. at Via Della Rocca, 49, Torino, Italy.

     

    The
Participant understands that Data will not be publicized, but it may be
transferred to banks, other financial institutions, or brokers involved in the
management and administration of the Plan.  The Participant
understands that Data may also be transferred to the Corporation’s independent
registered public accounting firm.  The Participant further understand
that the Corporation and/or any Affiliate  will transfer Data among
themselves as necessary for the purpose of implementing, administering and
managing the Participant’s participation in the Plan, and that the Corporation
and/or any Affiliate may each further transfer Data to third parties assisting
the Corporation in the implementation, administration, and management of the
Plan, including any requisite transfer of Data to a broker or other third party
with whom the Participant may elect to deposit any shares of Common Stock
acquired under the Plan.  Such recipients may receive, possess, use,
retain, and transfer Data in electronic or other form, for the purposes of
implementing, administering, and managing the Participant’s participation in the
Plan.  The Participant understands that these recipients may be
located in or outside the European Economic Area, such as in the United States
or elsewhere.  Should the Corporation exercise its discretion in
suspending all necessary legal obligations connected with the management and
administration of the Plan, it will delete Data as soon as it has completed all
the necessary legal obligations connected with the management and administration
of the Plan.

     

    The
Participant understands that Data processing related to the purposes specified
above shall take place under automated or non-automated conditions, anonymously
when possible, that comply with the purposes for which Data is collected and
with confidentiality and security provisions as set forth by applicable laws and
regulations, with specific reference to Legislative Decree no.
196/2003.

    


    
      
        
           


        

        
          15

          
            

          

        

        
           


        

      

    

    


     

    The
processing activity, including communication, the transfer of Data abroad,
including outside of the European Economic Area, as herein specified and
pursuant to applicable laws and regulations, does not require the Participant’s
consent thereto as the processing is necessary to performance of contractual
obligations related to implementation, administration, and management of the
Plan.  The Participant understands that, pursuant to Section 7 of the
Legislative Decree no. 196/2003, he or she has the right to, including but not
limited to, access, delete, update, correct, or terminate, for legitimate
reason, the Data processing.  Furthermore, the Participant is aware
that Data will not be used for direct marketing purposes.  In
addition, Data provided can be reviewed and questions or complaints can be
addressed by contacting the Participant’s local human resources
representative.

     

    Plan
Document Acknowledgment

     

    In
accepting the grant of this Award, the Participant acknowledges that he or she
has received a copy of the Plan and the Award Agreement and has reviewed the
Plan and the Award Agreement, including this Appendix A, in their entirety and
fully understands and accepts all provisions of the Plan and the Award
Agreement, including this Appendix A.  

     

    The Participant
acknowledges that he or she has read and specifically and expressly approves the
following sections of the Award Agreement: Section 2(g) on Payment of
Withholding Taxes; Section 5 on No Right of Continued Employment; Section 8 on
Delaware Law to Govern; the section on Acknowledgment of Conditions; and the
Data Privacy Notice and Consent section included in this Appendix
A.

     

    MALAYSIA

     

    Insider
Trading Notification

     

    The
Participant should be aware of the Malaysian insider trading rules, which may
impact the Participant’s acquisition or
disposal of shares acquired under the Plan.  Under Malaysian insider
trading rules, the Participant is prohibited from acquiring or selling shares or
rights to shares (e.g., an Award) when in
possession of information that is not generally available and that the
Participant knows or should know will have a material effect on the price of
shares once such information is generally available.

     

    Director
Notification Obligation

     

    If
the Participant is a director of the Corporation’s Malaysian
Affiliate, the Participant is subject to certain notification requirements under
the Malaysian Companies Act.  Among these requirements is an
obligation to notify the Malaysian Affiliate in writing when the Participant
receives or disposes of an interest (e.g., an Award or
shares) in the Corporation or any related company.  Such notifications
must be made within 14 days of receiving or disposing of any interest in the
Corporation or any related company.

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


     

    MEXICO

     

    Labor
Law Policy and Acknowledgment

     

    In
accepting the grant of this Award, the Participant expressly recognizes that
Kimberly-Clark Corporation, with registered offices at 351 Phelps Drive, Irving,
Texas  75038, United States of America, is solely responsible for the
administration of the Plan and that the Participant’s participation in the Plan
and acquisition of shares of Common Stock do not constitute an employment
relationship between the Participant and the Corporation since the Participant
is participating in the Plan on a wholly commercial basis and his or her sole
Employer is Kimberly-Clark de Mexico, S.A. de C.V.  Based on the
foregoing, the Participant expressly recognizes that the Plan and the benefits
that he or she may derive from participating in the Plan do not establish any
rights between the Participant and the Employer, Kimberly-Clark de Mexico, S.A.
de C.V. and do not form part of the employment conditions and/or benefits
provided by Kimberly-Clark de Mexico, S.A. de C.V., and any modification of the
Plan or its termination shall not constitute a change or impairment of the terms
and conditions of the Participant’s employment.

     

    The Participant
further understands that his or her participation in the Plan is as a result of
a unilateral and discretionary decision of the Corporation; therefore,
Kimberly-Clark Corporation reserves the absolute right to amend and/or
discontinue the Participant’s participation at any time without any liability to
the Participant.

     

    Finally, the
Participant hereby declares that he or she does not reserve to him- or herself
any action or right to bring any claim against Kimberly-Clark Corporation for
any compensation or damages regarding any provision of the Plan or the benefits
derived under the Plan, and the Participant therefore grants a full and broad
release to the Corporation, its Affiliates, branches, representation offices,
its shareholders, officers, agents, or legal representatives with respect to any
claim that may arise. 

     

    Política
Laboral y Reconocimiento/Aceptación

     

    Al
aceptar el otorgamiento de este Premio, el Empleado expresamente reconoce que
Kimberly-Clark Corporation con oficinas registradas en 351 Phelps Drive, Irving,
Texas  75038, U.S.A., es la única responsable por la administración
del Plan y que la participación del Empleado en el Plan y en su caso la
adquisición de las Opciones de Compra de Acciones o Acciones no constituyen ni
podrán interpretarse como una relación de trabajo entre el Empleado y
Kimberly-Clark Corporation, ya que el Empleado participa en el Plan en un marco
totalmente comercial y su único Patrón lo es Kimberly-Clark de Mexico, S.A. de
C.V., con domicilio en Kimberly-Clark de Mexico, S.A. de C.V.
Mexico.  Derivado de lo anterior, el Empleado expresamente reconoce
que el Plan y los beneficios que pudieran derivar de la participación en el Plan
no establecen derecho alguno entre el Empleado y el Patrón, Kimberly-Clark de
Mexico, S.A. de C.V. y no forma parte de las condiciones de trabajo y/o las
prestaciones otorgadas por Kimberly-Clark de Mexico, S.A. de C.V. y que
cualquier modificación al Plan o su terminación no constituye un cambio o
impedimento de los términos y condiciones de la relación de trabajo del
Empleado.

     

    Asimismo,
el Empleado reconoce que su participación en el Plan es resultado de una
decisión unilateral y discrecional de Kimberly-Clark Corporation por lo tanto,
Kimberly-Clark Corporation se reserva el absoluto derecho de modificar y/o
terminar la participación del Empleado en cualquier momento y sin
responsabilidad alguna frente el Empleado.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    Finalmente,
el Empleado por este medio declara que no se reserva derecho o acción alguna que
ejercitar en contra de Kimberly-Clark Corporation por cualquier compensación o
daño en relación con las disposiciones del Plan o de los beneficios derivados
del Plan y por lo tanto, el Empleado otorga el más amplio finiquito que en
derecho proceda a Kimberly-Clark Corporation , sus afiliadas, subsidiarias,
oficinas de representación, sus accionistas, funcionarios, agentes o
representantes legales en relación con cualquier demanda que pudiera surgir.


     

    NETHERLANDS

     

    Consent
to Comply with Dutch Securities Law

     

    The
Participant has been granted Awards under the Plan, pursuant to which the
Participant may acquire shares.  Participants who are residents of the
Netherlands should be aware of the Dutch insider trading rules, which may impact
the sale of such shares.  In particular, the Participant may be
prohibited from effecting certain share transactions if the Participant has
insider information regarding the
Corporation.

     

    Below
is a discussion of the applicable restrictions.  The Participant is
advised to read the discussion carefully to determine whether the insider rules
apply to the Participant.  If it is uncertain whether the insider
rules apply, the Corporation recommends that the Participant consult with his or
her personal legal advisor.  Please note that the Corporation cannot
be held liable if the Participant violates the Dutch insider
rules.  The Participant is responsible for ensuring compliance with
these rules.

     

    By
entering into the Award Agreement and participating in the Plan, the Participant
acknowledges having read and understood the notification below and acknowledges
that it is his or her own responsibility to comply with the Dutch insider
trading rules, as discussed herein.

     

    Prohibition
Against Insider Trading

     

    Dutch
securities laws prohibit insider trading.  Under Article 46 of the Act
on the Supervision of the Securities Trade 1995, anyone who has “inside
information” related to the Corporation is prohibited from effectuating a
transaction in securities in or from the Netherlands.  “Inside
information” is knowledge of a detail concerning the issuer to which the
securities relate that is not public and which, if published, would reasonably
be expected to affect the share price, regardless of the actual effect on the
price.  The insider could be any employee of the Corporation or its
Dutch Affiliate who has inside information as described
above.

     

    Given the broad scope of the definition of inside
information, certain employees of the Corporation working at its Dutch Affiliate
may have inside information and thus, would be prohibited from effectuating a
transaction in securities in the Netherlands at a time when he or she had such
inside information.

    


    
      
        
           


        

        
          18

          
            

          

        

        
           


        

      

    

    


     

    NEW
ZEALAND

     

    Securities
Law Notice

     

    The Participant
will receive the following documents (in addition to this Appendix A) in
connection with this Award from the Corporation:

     

    
      	
               
      

            	
              1.

            	
              an Award
      Agreement which sets forth the terms and conditions of the
      Award;

            


    

    
      	
               
      

            	
              2.

            	
              a copy of the
      Corporations’ most recent annual report and most recent financial reports
      have been made available to enable the Participant to make informed
      decisions concerning this Award;
and

            


    

    
      	
               
      

            	
              3.

            	
              a copy of the
      description of the Kimberly-Clark Corporation 2001 Equity Participation
      Plan (“Description”)
      (i.e.,
      the Corporation’s
      Form S-8 Plan Prospectus under the U.S. Securities Act of 1933, as
      amended), and the Corporation will provide any attachments or documents
      incorporated by reference into the Description upon written
      request.  The documents incorporated by reference into the
      Description are updated periodically.  Should the Participant
      request copies of the documents incorporated by reference into the
      Description, the Corporation will provide the Participant with the most
      recent documents incorporated by
reference.

            


    

     

    RUSSIA

     

    Securities
Law Notice

     

    This Award
Agreement, the Plan and all other materials the Participant may receive
regarding participation in the Plan do not constitute advertising or an offering
of securities in Russia.  The issuance of shares of Common Stock under
the Plan has not and will not be registered in Russia and hence the shares
described in any Plan-related documents may not be offered or placed in public
circulation in Russia.

     

    Please note that,
under the Russian law, the Participant is not permitted to sell the
Corporation’s shares directly to other Russian individuals and the Participant
is not permitted to bring share certificates into Russia.  All shares
issued upon vesting of the Award will be maintained on the Participant’s behalf
in the United States.

     

    SAUDI
ARABIA

     

    Securities
Law Notice

     

    This
document may not be distributed in the Kingdom except to such persons as
are permitted under the
Offers of Securities Regulations issued by the Capital Market Authority.

     

    The
Capital Market Authority does not make any representation as to the accuracy
or completeness of
this document, and expressly disclaims any liability whatsoever for any loss arising
from, or incurred in reliance upon, any part of this document. Prospective
purchasers of the securities offered hereby should conduct their own
due diligence on the
accuracy of the information relating to the securities. If you do
not understand the
contents of this document you should consult an authorized financial adviser.

     

    


    
      
        
           


        

        
          19

          
            

          

        

        
           


        

      

    

    


     

    SOUTH
AFRICA

     

    Tax
Acknowledgment

     

    By accepting the
Award, the Participant agrees to notify the Employer of the amount of any gain
realized upon vesting of the Award.  If the Participant fails to
advise the Employer of the gain realized upon vesting, the Participant may be
liable for a fine.  The Participant will be responsible for paying any
difference between the actual tax liability and the amount
withheld.

     

    SPAIN

     

    Labor
Law Acknowledgment

     

    By
accepting the Award, the Participant acknowledges that he or she understands and
agrees to participation in the Plan and that he or she has received a copy of
the Plan.

     

    The Participant
understands that the Corporation has unilaterally, gratuitously and
discretionally decided to grant Awards under the Plan to individuals who may be
employees of the Corporation or its Affiliates throughout the
world.  The decision is a limited decision that is entered into upon
the express assumption and condition that any grant will not economically or
otherwise bind the Corporation or any of its Affiliates on an ongoing
basis.  Consequently, the Participant understands that any grant is
given on the assumption and condition that it shall not become a part of any
employment contract (either with the Corporation or any of its Affiliates) and
shall not be considered a mandatory benefit, salary for any purposes (including
severance compensation) or any other right whatsoever.  Further, the
Participant understands and freely accepts that there is no guarantee that any
benefit whatsoever shall arise from any gratuitous and discretionary grant since
the future value of the Award and the underlying shares is unknown and
unpredictable.  In addition, the Participant understands that this
grant would not be made but for the assumptions and conditions referred to
above; thus,  the Participant understands, acknowledges and freely
accepts that should any or all of the assumptions be mistaken or should any of
the conditions not be met for any reason, then the Award shall be null and
void.  

     

    UNITED
KINGDOM 

     

    Tax
Acknowledgment

     

    The following
information supplements the information regarding Tax-Related Items in the
Acknowledgment of Conditions section of the Award Agreement:

     

    If
payment or withholding of the income tax due is not made within 90 days of the
event giving rise to the Tax-Related Items or such other period specified in
Section 222(1) (c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the
“Due Date”), the amount of any uncollected Tax-Related Items shall constitute a
loan owed by the Participant to the Employer, effective on the Due
Date.  The Participant agrees that the loan will bear interest at the
then-current Her Majesty’s Revenue and Customs (“HMRC”) official rate; it will
be immediately due and repayable.  Notwithstanding the foregoing, if
the Participant is an officer or executive director (as within the meaning of
Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the
terms of this provision will not apply to the Participant.  In the
event that the Participant is an officer or director, as defined above, and
Tax-Related Items are not collected from or paid by the Participant by the Due
Date, the amount of any uncollected Tax-Related Items may constitute
a
benefit to the Participant on which additional income tax and National Insurance
Contributions may be payable.  The Participant acknowledges the
Corporation or the Employer may recover it at any time thereafter by any of the
means referred to in the Award Agreement.  The Participant authorizes
the Corporation to withhold the transfer of any shares unless and until the loan
is repaid in full.

    


     

    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    


     

    KIMBERLY-CLARK
CORPORATION

    TIME-VESTED
RESTRICTED SHARE UNIT

    AWARD
AGREEMENT

    (effective
April 29, 2009)

     

     

    This Award, granted
on the date approved by the Committee or the Chief Executive Officer, as the
case may be, and as reflected on the Merrill Lynch Benefits OnLine site, or any
successor system, via the Grant Summary screen as the Grant Date, by
Kimberly-Clark Corporation, a Delaware corporation (hereinafter called the
"Corporation"), is subject to the terms and conditions of the 2001 Equity
Participation Plan (the “Plan”) and this Award Agreement, including any
country-specific terms and conditions contained in Appendix A to this Award
Agreement.

    W
I
T
N
E
S
S
E
T
H:

     

    WHEREAS, the
Corporation has adopted the Plan to encourage those employees who materially
contribute, by managerial, scientific or other innovative means, to the success
of the Corporation or of an Affiliate, to acquire an ownership interest in the
Corporation, thereby increasing their motivation for and interest in the
Corporation's or the Affiliate's long-term success;

     

    NOW, THEREFORE, it
is agreed as follows:

     

    
      	
              1.

            	
              Number
      of Share Units Granted.  The Corporation hereby grants to
      the Participant the right to receive the number of Time-Vested Restricted
      Share Units (“RSUs”) of the $1.25 par value Common Stock of the
      Corporation approved on the date of grant and as reflected on the Merrill
      Lynch Benefits OnLine site, or any successor system, via the Grant Summary
      screen as the Units Granted, subject to the terms, conditions and
      restrictions set forth herein and in the
    Plan.

            


    

     

    2.          Transferability
Restrictions.

     

    
      	
               
      

            	
              (a)

            	
              Restricted
      Period.  During the Restricted Period, the Participant
      may not sell, assign, transfer, or otherwise dispose of, or mortgage,
      pledge or otherwise encumber the Award.  The RSUs shall be
      subject to forfeiture until the Participant becomes vested in such Awards
      on the date that was approved on the date of grant and as reflected on the
      Merrill Lynch Benefits OnLine site, or any successor system, via the Grant
      Summary screen as the Future Lapsing
  table.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    The Restricted
Period shall begin on the date of the granting of this Award, and shall end upon
the vesting of the Award according to the schedule set forth
above.  Holders of Awards shall have none of the rights of a
shareholder with respect to such
shares including, but not limited to, any right to receive dividends in cash or
other property or other distribution or rights in respect of such shares except
as otherwise provided in this Agreement, nor to vote such shares as the record
owner thereof.

     

    During each year in
the Restricted Period, the Participant will not be paid dividend equivalents on
the unvested RSUs but the Participant will receive a credit equal to dividends
declared on the Corporation’s Common Stock which will be reinvested in
additional RSUs at the then fair market value of the Corporation’s Common Stock
on the date dividends are paid, and the additional RSUs will be accumulated and
paid at the end of the Restricted Period, based on the actual number of RSUs
that vest.  In the case of dividends paid in property other than cash,
the amount of the dividend shall be deemed to be the fair market value of the
property at the time of the payment of the dividend, as determined in good faith
by the Corporation.  The Corporation shall not be required to
segregate any cash or other property of the Corporation.

     

    
      	
               
      

            	
              (b)

            	
              Termination
      of Employment.  Participant shall forfeit any unvested
      Award, including any accrued dividend equivalents, upon termination of
      employment unless such termination (i) is due to a Qualified Termination
      of Employment, or (ii) due to death, Total and Permanent Disability, or
      the shutdown or divestiture of a business unit.  An authorized
      leave of absence shall not be deemed to be a termination of employment if
      the period of such leave does not exceed six months, or if longer, so long
      as the Participant retains a right to reemployment with the Corporation or
      an Affiliate under an applicable statute or by contract.  For
      purposes of this subparagraph, a leave of absence constitutes a bona fide
      leave of absence only if there is a reasonable expectation that the
      Participant will return to perform services for the Corporation or an
      Affiliate.  If the period of leave exceeds six months and the
      Participant does not retain a right to reemployment under an applicable
      statute or by contract, the employment relationship is deemed to terminate
      on the first date immediately following such six-month
      period.  Notwithstanding the foregoing, where a leave of absence
      is due to any medically determinable physical or mental impairment that
      can be expected to result in death or can be expected to last for a
      continuous period of not less than six months, where such impairment
      causes the Participant to be unable to perform the duties of his or her
      position of employment or any substantially similar position of
      employment, a 29-month period of absence is substituted for such six-month
      period in determining whether a termination of employment shall be deemed
      to have occurred.  A termination of employment with the
      Corporation or an Affiliate to accept immediate reemployment with the
      Corporation or an Affiliate likewise shall not be deemed to be a
      termination of employment  if the level of bona fide services
      the Participant would perform after such date would permanently decrease
      to no more than 20 percent of the average level of bona fide services
      performed over the immediately preceding 36-month period (or the full
      period of services to the Corporation or an Affiliate if the Participant
      has been providing such services less than 36 months).  A
      Participant who is classified as an intermittent employee shall be deemed
      to have a termination of employment for purposes of the Plan if the level
      of bona fide services the Participant would perform after such date would
      permanently decrease to less than 50 percent of the average level of bona
      fide services performed over the immediately preceding 36-month period (or
      the full period of services to the Corporation or an Affiliate if the
      Participant has been providing such services less than 36
      months).

            


    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (c)

            	
              Death
      or Total and Permanent Disability.  If the Participant’s
      termination of employment is due to death or Total and Permanent
      Disability, it shall result in pro rata vesting, as determined by the
      Committee, and the number of shares that are considered to vest shall be
      prorated for the number of full months of employment during the Restricted
      Period prior to the Participant’s termination of employment, and shall be
      paid 90 days following the Participant’s termination of
      employment.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Shutdown
      or Divestiture.  In the event that after the date of
      grant the Participant’s termination of employment is due to the shutdown
      or divestiture of the Corporation’s or its Affiliate’s business, it shall
      result in pro rata vesting, as determined by the Committee, and the number
      of shares that are considered to vest shall be determined at the end of
      the Restricted Period, prorated for the number of full years of employment
      during the Restricted Period prior to the Participant’s termination of
      employment, and shall be paid within 90 days following the end of the
      Restricted Period.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Qualified
      Termination of Employment.  In the event of a Qualified
      Termination of Employment all restrictions will lapse and the shares will
      become fully vested and shall be paid within 10 days following the last
      day of employment of the Participant with the
      Corporation.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Payment
      of Awards.  The payment of the Award shall be made in
      shares of Common Stock.  The payment of an Award shall be made
      within 90 days following the end of the Restricted
      Period.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Payment
      of Withholding Taxes.  No shares of Common Stock, nor any
      cash payment, may be delivered under this Award, unless prior to or
      simultaneously with such issuance, the Participant or, in the event of his
      death, the person succeeding to his rights hereunder, shall pay to the
      Corporation such amount as the Corporation advises is required under
      applicable federal, state or local laws to withhold and pay over to
      governmental taxing authorities by reason of the delivery of such shares
      of Common Stock and any cash payment pursuant to this
      Award.  The Corporation may, in its discretion, withhold payment
      of required withholding taxes with cash or shares of Common Stock which
      otherwise would be delivered following the date of vesting of the Award
      under this paragraph
2.

            


    

     

    
      	
              3.

            	
              Nontransferability.
      Neither the Award nor the Participant’s right to receive payment for
      vested Awards may be assigned or transferred except upon the death of the
      Participant (i) by will, (ii) by the laws of descent and distribution or
      (iii) for Participants residing in the U.S. pursuant to a designation by
      the Participant of a beneficiary or beneficiaries, provided that no such
      designation shall be effective unless filed with the Committee prior to
      the death of such
Participant.

            


    

    


    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


     

     

    
      	
              4.

            	
              Compliance
      with Law.  No payment may be made under this Award,
      unless prior to the issuance thereof, the Corporation shall have received
      an opinion of counsel to the effect that this Award by the Corporation to
      the Participant will not constitute a violation of the Securities Act of
      1933, as amended.  As a condition of this Award, the Participant
      shall, if requested by the Corporation, submit a written statement in form
      satisfactory to counsel for the Corporation, to the effect that any shares
      received under this Award shall be for investment and not with a view to
      the distribution thereof within the meaning of the Securities Act of 1933,
      as amended, and the Corporation shall have the right, in its discretion,
      to cause the certificates representing shares hereunder to be
      appropriately legended to refer to such undertaking or to any legal
      restrictions imposed upon the transferability thereof by reason of such
      undertaking.

            


    

     

    
      	
               
      

            	
              The Award
      granted hereby is subject to the condition that if the listing,
      registration or qualification of the shares subject hereto on any
      securities exchange or under any state or federal law, or if the consent
      or approval of any regulatory body shall be necessary as a condition of,
      or in connection with, the granting of the Award or the delivery of shares
      thereunder, such shares may not be delivered unless and until such
      listing, registration, qualification, consent or approval shall have been
      effected or obtained.  The Corporation agrees to use its best
      efforts to obtain any such requisite listing, registration, qualification,
      consent or approval.

            


    

     

    
      	
               
      

            	
              The
      Participant is solely responsible for obtaining/providing whatever
      exchange control approvals, permits, licenses, or notices, which may be
      necessary for the Participant to hold the Award, or to receive any payment
      of cash or shares or to hold or sell the shares subject to the Award, if
      any.  Neither the Corporation nor its Affiliates will be
      responsible for obtaining any such approvals, licenses or permits, or for
      making any such notices, nor will the Corporation or its Affiliates be
      liable for any fines or penalties the Participant may incur for failure to
      obtain any required approvals, permits or licenses or to make any required
      notices.

            


    

     

    
      	
              5.

            	
              No
      Right of Continued Employment.  The granting of this
      Award does not confer upon the Participant any legal right to be continued
      in the employ of the Corporation or its Affiliates, and the Corporation
      and its Affiliates reserve the right to discharge the Participant whenever
      the interest of the Corporation or its Affiliates may so require without
      liability to the Corporation or its Affiliates, the Board of Directors of
      the Corporation or its Affiliates, or the Committee, except as to any
      rights which may be expressly conferred on the Participant under this
      Award.

            


    

     

    
      	
              6.

            	
              Discretion
      of the Corporation, Board of Directors and the
      Committee.  Any decision made or action taken by the
      Corporation or by the Board of Directors of the Corporation or by the
      Committee arising out of or in connection with the construction,
      administration, interpretation and effect of this Award shall be within
      the absolute discretion of the Corporation, the Board of Directors of the
      Corporation or the Committee, as the case may be, and shall be conclusive
      and binding upon all
persons.

            


    

     

    
      	
              7.

            	
              Inalienability
      of Benefits and Interest.  This Award and the rights and
      privileges conferred hereby shall not be subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
      or charge, and any such attempted action shall be void and no such benefit
      or interest shall be in any manner liable for or subject to debts,
      contracts, liabilities, engagements, or torts of the
      Participant.

            


    

     

    
      	
              8.

            	
              Delaware
      Law to Govern.  The Plan is governed by and subject to
      the laws of the United States of America.  All questions
      pertaining to the construction, interpretation, regulation, validity and
      effect of the provisions of this Award and any rights under the Plan shall
      be determined in accordance with the laws of the State of
      Delaware.

            


    

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	
              9.

            	
              Purchase
      of Common Stock.  The Corporation and its Affiliates may,
      but shall not be required to, purchase shares of Common Stock of the
      Corporation for purposes of satisfying the requirements of this
      Award.  The Corporation and its Affiliates shall have no
      obligation to retain and shall have the unlimited right to sell or
      otherwise deal with for their own account, any shares of Common Stock of
      the Corporation purchased for satisfying the requirements of this
      Award.

            


    

     

    
      	
              10.

            	
              Notices.  Any
      notice to be given to the Corporation under this Award shall be addressed
      to the Corporation in care of its Director of Compensation located at the
      World Headquarters, and any notice to be given to the Participant under
      the terms of this Award may be addressed to him at his address as it
      appears on the Corporation's records, or at such other address as either
      party may hereafter designate in writing to the other.  Any such
      notice shall be deemed to have been duly given if and when enclosed in a
      properly sealed envelope or wrapper addressed as aforesaid, registered and
      deposited, postage and registry fee prepaid, in a post office or branch
      post office regularly maintained by the United States
      Government.

            


    

     

    
      	
              11.

            	
              Changes
      in Capitalization.  In the event there are any changes in
      the Common Stock or the capitalization of the Corporation through a
      corporate transaction, such as any merger, any acquisition through the
      issuance of capital stock of the Corporation, any consolidation, any
      separation of the Corporation (including a spin-off or other distribution
      of stock of the Corporation), any reorganization of the Corporation
      (whether or not such reorganization comes within the definition of such
      term in Section 368 of the Code), or any partial or complete liquidation
      by the Corporation, recapitalization, stock dividend, stock split or other
      change in the corporate structure, appropriate adjustments and changes
      shall be made by the Committee in (a) the number of shares subject to this
      Award, and (b) such other provisions of this Award as may be necessary and
      equitable to carry out the foregoing
    purposes.

            


    

     

    
      	
              12.

            	
              Effect
      on Other Plans.  All benefits under this Award shall
      constitute special compensation and shall not affect the level of benefits
      provided to or received by the Participant (or the Participant's estate or
      beneficiaries) as part of any employee benefit plan of the Corporation or
      an Affiliate.  This Award shall not be construed to affect in
      any way the Participant's rights and obligations under any other plan
      maintained by the Corporation or an Affiliate on behalf of
      employees.

            


    

     

    
      	
              13.

            	
              Discretionary
      Nature of Award.  The grant of an Award is a one-time
      benefit and does not create any contractual or other right to receive a
      grant of Awards or benefits in lieu of Awards in the
      future.  Future grants, if any, will be at the sole discretion
      of the Corporation, including, but not limited to, the timing of any
      grant, the number of RSUs and vesting provisions.  The value of
      the Award is an extraordinary item of compensation outside the scope of
      the Participant’s employment contract, if any.  As such, the
      Award is not part of normal or expected compensation for purposes of
      calculating any severance, resignation, redundancy, end of service
      payments, bonuses, long-service awards, pension or retirement benefits or
      similar payments.

            


    

    


    
      
        
           


        

        
          5

          
            

          

        

        
           


        

      

    

    


     

    
      	
              14.

            	
              Data
      Privacy.  The Participant hereby authorizes the
      Participant’s employer to furnish the Corporation (and any agent of the
      Corporation administering the Plan or providing Plan recordkeeping
      services) with such information and data as it shall request in order to
      facilitate the grant of Awards and administration of the Plan and the
      Participant waives any data privacy rights such Participant might
      otherwise have with respect to such
    information.

            


    

     

    
      	
              15.

            	
              Conflict
      with Plan.  This Award is awarded pursuant to and subject
      to the Plan.  This Agreement is intended to supplement and carry
      out the terms of the Plan.  It is subject to all terms and
      provisions of the Plan and, in the event of a conflict, the Plan shall
      prevail.

            


    

     

    
      	
              16.

            	
              Successors.  This
      Award shall be binding upon and inure to the benefit of any successor or
      successors of the
Corporation.

            


    

     

    
      	
              17.

            	
              Amendments.  The
      Committee may at any time alter or amend this Award to the extent (1)
      permitted by law, (2) permitted by the rules of any stock exchange on
      which the Common Stock or any other security of the Corporation is listed,
      and (3) permitted under applicable provisions of the Securities Act of
      1933, as amended, the Securities Exchange Act of 1934, as amended
      (including rule 16b-3
thereof).

            


    

     

    
      	
              18.

            	
              Defined
      Terms.  Terms which are capitalized are defined herein or
      in the Plan and have the same meaning set forth in the Plan, unless the
      context indicates
otherwise.

            


    

     

    
      	
              19.

            	
              For
      U.S. Participants Only.  A U.S. Participant who has not
      previously signed a noncompete agreement has until the end of the one
      hundred twenty (120) day period beginning from the date of grant of this
      Award to sign and return the Noncompete Agreement provided to such
      Participant.  If the U.S. Participant does not sign and return
      the provided Noncompete Agreement on or before the end of such one hundred
      twenty (120) day period then the grant of the Award, as set forth in
      Section 1, shall not be binding on and shall be voidable by the
      Corporation, in which case it shall have no further force or
      effect.

            


    

     

    
      	
              20.

            	
              Acceptance
      of Award Terms and Conditions.  A Participant has until
      the end of the one hundred twenty (120) day period beginning from the date
      of grant of this Award to accept this Award Agreement.  If the
      Participant does not accept this Award Agreement on or before the end of
      such one hundred twenty (120) day period then the grant of the Award, as
      set forth in Section 1, shall not be binding on and shall be voidable by
      the Corporation, in which case it shall have no further force or
      effect.

            


    

     

    Acknowledgment
of Conditions

     

    I
understand and acknowledge the following conditions with respect to the Award
granted to me under the Plan:

     

    
      	
              ●

            	
              The Plan is
      established voluntarily by the Corporation, it is discretionary in nature
      and the Corporation may modify, amend, suspend, cancel or terminate it at
      any time.  The grant of an Award is a one-time benefit and does
      not create any contractual or other right to receive an Award or benefits
      in lieu of an Award in the future, even if an Award has been granted
      repeatedly in the past.  Future grants, if any, will be at the
      sole discretion of the Corporation, including, but not limited to, the
      timing of any grant, the number of Awards, vesting provisions and the
      exercise price.

            


    

     

    
 

    
      
        
           


        

        
          6

          
            

          

        

        
           


        

      

    

    


     

    
      	
              ●

            	
              My
      participation in the Plan is voluntary.  Participation in the
      Plan will not create a right to further employment with the Participant’s
      actual employer (the “Employer”) and shall not interfere with the ability
      of the Employer to terminate my employment relationship at any
      time.  Further, the Award and my participation in the Plan will
      not be interpreted to form an employment contract or relationship with the
      Corporation or any Affiliate.

            


    

     

    
      	
              ●

            	
              The value of
      the Award is an extraordinary item outside the scope of my employment
      contract, if any, and is not intended to replace any pension rights or
      compensation.  As such, the RSU award is not part of normal or
      expected compensation for purposes of calculating any severance,
      resignation, termination, redundancy, dismissal, end of service payments,
      bonuses, long-service awards, pension, retirement or welfare benefits or
      similar payments and in no event shall be considered as compensation for,
      or relating in any way to, past services for the Corporation or my
      Employer.

            


    

     

    
      	
              ●

            	
              The future
      value of the underlying shares is unknown and cannot be predicted with
      certainty.

            


    

     

    
      	
              ●

            	
              In
      consideration of the grant of the Award, no claim or entitlement to
      compensation or damages shall arise from termination of the Award, and no
      claim or entitlement to compensation or damages shall arise from any
      diminution in value of the RSUs or shares received upon vesting of RSUs
      resulting from termination of my employment by the Corporation or the
      Employer (for any reason whatsoever and whether or not in breach of local
      labor laws) and I irrevocably release the Corporation and the Employer
      from any such claim that may arise; if, notwithstanding the foregoing, any
      such claim is found by a court of competent jurisdiction to have arisen,
      then, by accepting this Award Agreement, I shall be deemed irrevocably to
      have waived any entitlement to pursue such
  claim.

            


    

     

    
      	
              ●

            	
              In the event
      of termination of my employment (whether or not in breach of local labor
      laws and except as otherwise explicitly provided in the Award Agreement of
      the Plan), my right to receive RSUs and vest under the Plan, if any, will
      terminate effective as of the date that I am no longer actively employed
      and will not be extended by any notice period mandated under local law
      (e.g.,
      active employment would not include a period of “garden leave” or similar
      period pursuant to local law); the Committee shall have the exclusive
      discretion to determine when I am no longer actively employed for purposes
      of the Award.

            


    

     

    
      	
              ●

            	
              The
      Corporation is not providing any tax, legal or financial advice, nor is
      the Corporation making any recommendations regarding participation in the
      Plan.  Further, I have been advised to consult with my own
      advisors regarding participation in the Plan before taking any action
      related to the Plan.

            


    

     

    
      	
              ●

            	
              The Award and
      benefits under the Plan, if any, will not automatically transfer to
      another company in the case of a merger, take-over or transfer of
      liability.

            


    

     

    
      	
              ●

            	
              Regardless of
      any action the
      Corporation or
      the Employer takes with respect to any or all income tax, social
      insurance, payroll tax, payment on account or other tax-related items
      related to my participation in the Plan and legally applicable to me, or
      deemed by the

            


    

    


    
      
        
           


        

        
          7

          
            

          

        

        
           


        

      

    

    


     

     

    Corporation or the
Employer to be an appropriate charge to me even if technically due by the
Corporation or the Employer (“Tax-Related Items”), I acknowledge that the
ultimate liability for all Tax-Related Items is and remains my responsibility
and may exceed the amount actually withheld by the Corporation or the
Employer.  I further acknowledge that the Corporation
and/or the Employer (i) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any aspect of the
Award, including, but not limited to, the grant of the RSUs, the vesting of
RSUs, the conversion
of the RSUs into shares or the
receipt of an equivalent cash payment, the subsequent sale of any shares
acquired at vesting and the receipt of any dividends; and (ii) do not
commit to and are under no obligation to structure the terms of the grant or any
aspect of the Award to reduce or eliminate the my liability for Tax-Related
Items or achieve any particular tax result.  Further, if I have become
subject to tax in more than one jurisdiction between the date of the Award and
the date of any relevant taxable or tax withholding event, as applicable, I
acknowledge that the Corporation and/or the Employer (or former employer, as
applicable) may be required to withhold or account for Tax-Related Items in more
than one jurisdiction.

     

    
      	
              ●

            	
              Prior to the
      relevant taxable or tax withholding event, as applicable, I shall pay or
      make adequate arrangements satisfactory to the Corporation and/or the
      Employer to satisfy or account for all Tax-Related Items.  In
      this regard, I authorize the Corporation or the Employer, or their
      respective agents, at their discretion, to satisfy the obligations with
      regard to all Tax-Related Items by one or a combination of the
      following:

            


    

     

    
      	
               
      

            	
              1.

            	
              withholding
      from my wages or other cash compensation paid to me by the Corporation
      and/or the Employer; or

            


    

     

    
      	
               
      

            	
              2.

            	
              withholding
      from proceeds of the sale of shares acquired upon vesting of the Award
      either through a voluntary sale or through a mandatory sale arranged by
      the Corporation (on my behalf, pursuant to this authorization);
      or

            


    

     

    
      	
               
      

            	
              3.

            	
              withholding
      in shares to be issued upon vesting of the
  Award.

            


    

     

    
      	
              ●

            	
              To avoid
      negative accounting treatment, the Corporation may withhold or account for
      Tax-Related Items by considering applicable minimum statutory withholding
      amounts or other applicable withholding rates.  If the
      obligation for Tax-Related Items is satisfied by withholding in shares,
      for tax purposes, I am deemed to have been issued the full number of
      shares subject to the Award, notwithstanding that a number of shares are
      held back solely for the purpose of paying the Tax-Related Items due as a
      result of any aspect of my participation in the
  Plan.

            


    

     

    
      	
              ●

            	
              Finally, I
      shall pay to
      the Corporation or to
      the Employer any
      amount of Tax-Related Items
      that the Corporation or the
      Employer may
      be required to withhold or account
      for as a result
      of my
      participation in the Plan that cannot
      be satisfied by the means previously described.  The
      Corporation may
      refuse to deliver shares or the
      proceeds of the sale of shares to
      me
      if
      I
      fail to
      comply with my
      obligations in
      connection with the Tax-Related Items.

            


    

     

    
      	
              ●

            	
              I
      hereby
      explicitly
      and unambiguously consent to
      the collection, use and transfer, in electronic or other form, of
      my
      personal
      data as described in this Award Agreement and
      any other RSU grant materials by
      and among, as applicable, my
      Employer,
      the Corporation, and
      its Affiliates
      for the purpose of implementing, administering and managing my
      participation
      in the Plan.

            


    

    


    
      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    


     

     

    
      	
              ●

            	
              I understand that
      the Corporation and
      my Employer may
      hold certain personal information about me,
      including, but not limited to, my name,
      home address and telephone number, date of birth, social insurance number
      or other identification number, salary, nationality, job title, any shares
      of Common
      Stock
      or directorships held in the Corporation,
      details of all Awards or
      any other entitlement to shares awarded, canceled, vested, unvested or
      outstanding in my favor,
      for the purpose of implementing, administering and managing the Plan
      (“Data”).  I understand that
      Data may be transferred to any third parties assisting in the
      implementation, administration and management of the Plan, that these
      recipients may be located in my country,
      or elsewhere, and that my
      country
      may have different data privacy laws and protections than my country.  I understand that
      I may
      request a list with the names and addresses of any potential recipients of
      the Data by contacting my local
      human resources representative.  I authorize the
      recipients to receive, possess, use, retain and transfer the Data, in
      electronic or other form, for the purposes of implementing, administering
      and managing my participation
      in the Plan, including any requisite transfer of such Data as may be
      required to a broker, escrow agent or other third party with whom the
      shares received upon vesting of the RSUs may
      be deposited.  I understand that
      Data will be held only as long as is necessary to implement, administer
      and manage my participation
      in the Plan.  I understand that
      I may,
      at any time, view Data, request additional information about the storage
      and processing of Data, require any necessary amendments to Data or refuse
      or withdraw the consents herein, in any case without cost, by contacting
      in writing my local
      human resources representative.  I understand that
      refusal or withdrawal of my
      consent
      may affect my ability
      to participate in the Plan.  For more information on the
      consequences of my refusal
      to consent or withdrawal of consent, I understand that
      I may
      contact my local
      human resources
representative.

            


    

     

    
      	
              ●

            	
              The Plan is
      governed by and subject to U.S. law.  Interpretation of the Plan
      and my rights under the Plan will be governed by provisions of U.S.
      law.  For purposes of litigating any dispute that arises under
      this Award or Award Agreement, the parties submit to and consent to the
      jurisdiction of the State of Delaware, and agree that such litigation
      shall be conducted in the federal courts for the United States for the
      Northern District of Texas and no other
courts.

            


    

     

    
      	
              ●

            	
              I understand
      that I am solely responsible for obtaining/providing whatever exchange
      control approvals, permits, licenses or notices, which may be necessary
      for my Award, to acquire the shares or to hold or sell the shares subject
      to the RSU award. Neither the Corporation nor its Affiliates will be
      responsible for obtaining such approvals, licenses or permits, or for
      making any such notices, nor will the Corporation or its Affiliates be
      liable for any fines or penalties I may incur for failure to obtain any
      required approvals, permits or licenses or to make any required
      notices.

            


    

     

    
      	
              ●

            	
              If one or
      more of the provisions of this Award Agreement shall be held invalid,
      illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions shall not in any way be
      affected or impaired thereby and the invalid, illegal or unenforceable
      provisions shall be deemed null and void; however, to the extent
      permissible by law, any provisions which could be deemed null and void
      shall first be construed, interpreted or revised retroactively to permit
      this Award Agreement to be construed so as to foster the intent of this
      Award Agreement and the
Plan.

            


    

    


    
      
        
           


        

        
          9

          
            

          

        

        
           


        

      

    

    


     

     

    
      	
              ●

            	
              If I have
      received this Award
      Agreement or any other document related to the Plan translated into
      a language other than English and if the translated version is different
      than the English version, the English version will
  control.

            


    

     

    
      	
              ●

            	
              Notwithstanding
      any provisions in this Award Agreement, the Award shall be subject to any
      special terms and conditions set forth in Appendix A to this Award
      Agreement for my country.  Moreover, if I relocate to one of the
      countries included in Appendix A, the special terms and conditions for
      such country will apply to me, to the extent the Corporation determines
      that the application of such terms and conditions is necessary or
      advisable in order to comply with local law or facilitate the
      administration of the Plan.  Appendix A constitutes part of this
      Award Agreement.

            


    

     

    
      	
              ●

            	
              The
      provisions of this Award
      Agreement are severable and if any one or more provisions are determined
      to be illegal or otherwise unenforceable, in whole or in part, the
      remaining provisions shall nevertheless be binding and
      enforceable.

            


    

     

    
      	
              ●

            	
              I recognize
      that the grant of this RSU award is not an element of my normal or
      expected compensation and I acknowledge that I have no future rights to
      Awards under this or any other plans offered by the Corporation, including
      but not limited to, upon termination of the Plan or upon severance of my
      employment.

            


    

     

    
      	
              ●

            	
              The
      Corporation reserves the right to impose other requirements on my
      participation in the Plan, on the Award and on any shares acquired under
      the Plan, to the extent the Corporation determines it is necessary or
      advisable in order to comply with local law or facilitate the
      administration of the Plan, and to require me to sign any additional
      agreements or undertakings that may be necessary to accomplish the
      foregoing.

            


    

     

     

    Conclusion
and Acceptance

     

    I
accept this grant via electronic signature  by clicking  the
"Accept" icon and certify that I have read, understand and agree to the terms
and conditions of the Plan, the provisions of the applicable Award Agreement and
all other applicable documents (including any country-specific terms
applicable to my grant).  I hereby authorize my Employer to
furnish the Corporation (and any agent administering the Plan or providing
recordkeeping services) with such information and data as it shall request in
order to facilitate the grant of Awards and enable administration of
the Plan and I understand that such information shall be used
only as long and to the extent necessary to administer my
participation in the Plan. I agree that my participation in the Plan
and the Awards granted to me under the Plan will be
governed solely by provisions of U.S. law. 

     

    


    
      
        
           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    KIMBERLY-CLARK
CORPORATION

    TIME-VESTED
RESTRICTED SHARE UNIT

    AWARD
AGREEMENT

     

    APPENDIX
A

     

     

    This Appendix A
includes additional terms and conditions that govern the Award granted to the
Participant under the Plan if the Participant resides in one of the countries
listed below.  Certain capitalized terms used but not defined in this
Appendix A have the meanings set forth in the Plan and/or the Award
Agreement.

     

    This Appendix A
also includes information regarding exchange controls and certain other issues
of which the Participant should be aware with respect to the Participant’s
participation in the Plan.  The information is based on the
securities, exchange control and other laws in effect in the respective
countries as of February 2009.  Such laws are often complex and change
frequently.  As a result, the Corporation strongly recommends that the
Participant not rely on the information noted herein as the only source of
information relating to the consequences of the Participant’s participation in
the Plan because the information may be out of date at vesting of the Award or
the subsequent sale of the shares or receipt of any dividends or dividend
equivalents.

     

    In
addition, the information is general in nature and may not apply to the
Participant’s particular situation, and the Corporation is not in a position to
assure the Participant of any particular result.  Accordingly, the
Participant is advised to seek appropriate professional advice as to how the
relevant laws in the Participant’s country may apply to the Participant’s
situation.

     

    Finally, if the
Participant is a citizen or resident of a country other than the one in which
the Participant is currently working, the information contained herein may not
be applicable to the Participant.

     

    AUSTRALIA

     

    Securities
Law Notice

     

    If the Participant acquires shares
of the Corporation’s Common Stock pursuant to this Award and the Participant
offers his or her shares of the Corporation’s Common Stock for sale to a person
or entity resident in Australia, the offer may be subject to disclosure
requirements under Australian law.  The
Participant should obtain legal advice on his or her disclosure obligations
prior to making any such offer.

     

    Award Payable Only
in Shares

     

    Notwithstanding any
discretion contained in the Plan, or any provision in the Award Agreement to the
contrary, Awards granted to Participants in Australia
shall be paid in shares of the Corporation’s
Common Stock only and do
not provide any right for the Participant
to
receive a cash payment.

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


     

    CANADA

     

    Award Payable Only
in Shares

     

    Notwithstanding any
discretion contained in the Plan, or any provision in the Award Agreement to the
contrary, Awards granted to Participants in
Canada shall be paid
in shares of the Corporation’s
Common Stock only and do
not provide any right for the Participant
to
receive a cash payment.

     

    Securities
Law Notice

     

    The Participant is
permitted to sell shares acquired through the Plan through the designated broker
appointed under the Plan, if any, provided the resale of shares acquired under
the Plan takes place outside of Canada through the facilities of a stock
exchange on which the shares are listed.  The Corporation’s shares are
currently listed on the New York Stock Exchange.

     

    For
Awards Granted to Participants in Quebec:  Language
Consent

     

    The parties
acknowledge that it is their express wish that the Award Agreement, as well as
all documents, notices and legal proceedings entered into, given or instituted
pursuant hereto or relating directly or indirectly hereto, be drawn up in
English.

     

    Les
parties reconnaissent avoir exigé la rédaction en anglais de la convention,
ainsi que de tous documents exécutés, avis donnés et procédures judiciaries
intentées, directement ou indirectement, relativement à ou suite à la présente
convention.

     

    Authorization
to Release and Transfer Necessary Personal Information

     

    The Participant
hereby authorizes the Corporation and the Corporation’s representatives to
discuss with and obtain all relevant information from all personnel,
professional or not, involved in the administration and operation of the
Plan.  The Participant further authorizes the Corporation, any parent,
subsidiary or Affiliate and the plan administrators to disclose and discuss the
Plan with their advisors.  The Participant further authorizes the
Corporation and any parent, subsidiary or Affiliate to record such information
and to keep such information in the Participant’s employee file.

     

    FRANCE

     

    Consent to Receive
Information in English

     

    By accepting the
Award Agreement providing for the terms and conditions of the Participant’s
grant, the Participant confirms having read and understood the documents
relating to this grant (the Plan and this Award Agreement) which were provided
in English language.  The Participant accepts the terms of those
documents accordingly.

     

    En
acceptant le Contrat d'Attribution décrivant les termes et conditions
de
l’attribution d’options, le participant confirme ainsi avoir lu et compris les
documents relatifs à cette attribution (le Plan U.S. et ce Contrat
d'Attribution) qui ont été
communiqués en langue anglaise. Le participant
accepte les termes en connaissance de cause.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    HONG
KONG

     

    Securities Law
Notice

     

    The offer of the
Award and the shares to be issued upon vesting is available only to eligible
employees of the Corporation or its Affiliates participating in the Plan and is
not a public offer of securities.  The Participant should be aware
that the contents of this Award Agreement have not been reviewed by any
regulatory authority in Hong Kong.  The Participant is advised to
exercise caution in relation to the offer.  If the Participant is in
any doubt about any of the contents of the Award Agreement or the Plan, the
Participant should obtain independent professional
advice.

     

    Sale of
Shares

     

    In the event the
Award vests within six months of the date of grant, the Participant agrees that
he or she will not dispose of the shares acquired prior to the six-month
anniversary of the date of grant.

     

    Occupational
Retirement Schemes Ordinance Alert

     

    The
Corporation specifically intends that neither the Award nor the Plan will be an
occupational retirement scheme for purposes of the Occupational Retirement
Schemes Ordinance (“ORSO”).

     

    INDIA

     

    Fringe
Benefit Tax

     

    By
accepting this Award and participating in the Plan, the Participant consents and
agrees to assume any and all liability for fringe benefit tax that may be
payable by the Participant or the Employer in connection with the Plan upon request of the
Corporation and at the
Corporation’s sole
discretion.  The Participant understands that the grant of the
Award and participation in the Plan is contingent upon his or her agreement to
assume liability for fringe benefit tax payable on the shares of Common Stock
acquired under the Plan if the Corporation so requests.

     

    Further, by
accepting this Award and participating in the Plan, the Participant agrees that
the Corporation and/or the Employer may collect fringe benefit tax from the
Participant by any of the means set forth in the Acknowledgment
of Conditions section of the Award Agreement or any other reasonable
method established by the Corporation.  The Participant also agrees to
execute any other consents or elections required to accomplish the foregoing,
promptly upon request of the Corporation.

     

    ITALY

     

    Data
Privacy Notice and Consent.

     

    This provision
replaces in its entirety the data privacy section in the Award
Agreement:

    


    
      
        
           


        

        
          13

          
            

          

        

        
           


        

      

    

    


     

    The
Participant hereby explicitly and unambiguously consents to the collection, use,
processing and transfer, in electronic or other form, of his or her personal
data as described in this section of this Appendix A by and among, as
applicable, the Employer, the Corporation and any Affiliate for the exclusive
purpose of implementing, administering, and managing the Participant’s
participation in the Plan.

     

    The
Participant understands that the Employer, the Corporation and any Affiliate
hold certain personal information about him or her, including, but not limited
to, the Participant’s name, home address and telephone number, date of birth,
social insurance or other identification number, salary, nationality, job title,
any shares of Common Stock or directorships held in the Corporation or any
Affiliate, details of all Awards, or any other entitlement to shares of Common
Stock awarded, canceled, exercised, vested, unvested or outstanding in the
Participant’s favor, for the exclusive purpose of implementing, managing and
administering the Plan (“Data”).

     

    The
Participant also understands that providing the Corporation with Data is
necessary for the performance of the Plan and that his or her refusal to provide
such Data would make it impossible for the Corporation to perform its
contractual obligations and may affect the Participant’s ability to participate
in the Plan.  The Controller of personal data processing is
Kimberly-Clark Corporation  with registered offices at 351 Phelps
Drive, Irving, Texas  75038, United States of America, and, pursuant
to Legislative Decree no. 196/2003, its representative in Italy is
Kimberly-Clark s.r.l. at Via Della Rocca, 49, Torino, Italy.

     

    The
Participant understands that Data will not be publicized, but it may be
transferred to banks, other financial institutions, or brokers involved in the
management and administration of the Plan.  The Participant
understands that Data may also be transferred to the Corporation’s independent
registered public accounting firm.  The Participant further understand
that the Corporation and/or any Affiliate  will transfer Data among
themselves as necessary for the purpose of implementing, administering and
managing the Participant’s participation in the Plan, and that the Corporation
and/or any Affiliate may each further transfer Data to third parties assisting
the Corporation in the implementation, administration, and management of the
Plan, including any requisite transfer of Data to a broker or other third party
with whom the Participant may elect to deposit any shares of Common Stock
acquired under the Plan.  Such recipients may receive, possess, use,
retain, and transfer Data in electronic or other form, for the purposes of
implementing, administering, and managing the Participant’s participation in the
Plan.  The Participant understands that these recipients may be
located in or outside the European Economic Area, such as in the United States
or elsewhere.  Should the Corporation exercise its discretion in
suspending all necessary legal obligations connected with the management and
administration of the Plan, it will delete Data as soon as it has completed all
the necessary legal obligations connected with the management and administration
of the Plan.

     

    The
Participant understands that Data processing related to the purposes specified
above shall take place under automated or non-automated conditions, anonymously
when
possible, that comply with the purposes for which Data is collected and with
confidentiality and security provisions as set forth by applicable laws and
regulations, with specific reference to Legislative Decree no.
196/2003.

     

    The
processing activity, including communication, the transfer of Data abroad,
including outside of the European Economic Area, as herein specified and
pursuant to applicable laws and regulations, does not require the Participant’s
consent thereto as the processing is necessary to performance of contractual
obligations related to implementation, administration, and management of the
Plan.  The Participant understands that, pursuant to Section 7 of the
Legislative Decree no. 196/2003, he or she has the right to, including but not
limited to, access, delete, update, correct, or terminate, for legitimate
reason, the Data processing.  Furthermore, the Participant is aware
that Data will not be used for direct marketing purposes.  In
addition, Data provided can be reviewed and questions or complaints can be
addressed by contacting the Participant’s local human resources
representative.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Plan
Document Acknowledgment

     

    In
accepting the grant of this Award, the Participant acknowledges that he or she
has received a copy of the Plan and the Award Agreement and has reviewed the
Plan and the Award Agreement, including this Appendix A, in their entirety and
fully understands and accepts all provisions of the Plan and the Award
Agreement, including this Appendix A.

     

    The Participant
acknowledges that he or she has read and specifically and expressly approves the
following sections of the Award Agreement: Section 2(g) on Payment of
Withholding Taxes; Section 5 on No Right of Continued Employment; Section 8 on
Delaware Law to Govern; the section on Acknowledgment of Conditions; and the
Data Privacy Notice and Consent section included in this Appendix
A.

     

    MALAYSIA

     

    Insider Trading
Notification

     

    The
Participant should be aware of the Malaysian insider trading rules, which may
impact the Participant’s acquisition or
disposal of shares acquired under the Plan.  Under Malaysian insider
trading rules, the Participant is prohibited from acquiring or selling shares or
rights to shares (e.g., an Award) when in
possession of information that is not generally available and that the
Participant knows or should know will have a material effect on the price of
shares once such information is generally available.

     

    Director
Notification Obligation

     

    If
the Participant is a director of the Corporation’s Malaysian
Affiliate, the Participant is subject to certain notification requirements under
the Malaysian Companies Act.  Among these requirements is an
obligation to notify the Malaysian Affiliate in writing when the Participant
receives or disposes of an interest (e.g., an Award or
shares) in the Corporation or any related company.  Such notifications
must be made within 14 days of receiving or disposing of any interest in the
Corporation or any related company.

    


     

    MEXICO

     

    Labor
Law Policy and Acknowledgment

     

    In
accepting the grant of this Award, the Participant expressly recognizes that
Kimberly-Clark Corporation, with registered offices at 351 Phelps Drive, Irving,
Texas  75038, United States of America, is solely responsible for the
administration of the Plan and that the Participant’s participation in the Plan
and acquisition of shares of Common Stock do not constitute an employment
relationship between the Participant and the Corporation since the Participant
is participating in the Plan on a wholly commercial basis and his or her sole
Employer is Kimberly-Clark de Mexico, S.A. de C.V.  Based on the
foregoing, the Participant expressly recognizes that the Plan and the benefits
that he or she may derive from participating in the Plan do not establish any
rights between the Participant and the Employer, Kimberly-Clark de Mexico, S.A.
de C.V. and do not form part of the employment conditions and/or benefits
provided by Kimberly-Clark de Mexico, S.A. de C.V., and any modification of the
Plan or its termination shall not constitute a change or impairment of the terms
and conditions of the Participant’s employment.

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    The Participant
further understands that his or her participation in the Plan is as a result of
a unilateral and discretionary decision of the Corporation; therefore,
Kimberly-Clark Corporation reserves the absolute right to amend and/or
discontinue the Participant’s participation at any time without any liability to
the Participant.

     

    Finally, the
Participant hereby declares that he or she does not reserve to him- or herself
any action or right to bring any claim against Kimberly-Clark Corporation for
any compensation or damages regarding any provision of the Plan or the benefits
derived under the Plan, and the Participant therefore grants a full and broad
release to the Corporation, its Affiliates, branches, representation offices,
its shareholders, officers, agents, or legal representatives with respect to any
claim that may arise.

     

    Política
Laboral y Reconocimiento/Aceptación

     

    Al
aceptar el otorgamiento de este Premio, el Empleado expresamente reconoce que
Kimberly-Clark Corporation con oficinas registradas en 351 Phelps Drive, Irving,
Texas  75038, U.S.A., es la única responsable por la administración
del Plan y que la participación del Empleado en el Plan y en su caso la
adquisición de las Opciones de Compra de Acciones o Acciones no constituyen ni
podrán interpretarse como una relación de trabajo entre el Empleado y
Kimberly-Clark Corporation, ya que el Empleado participa en el Plan en un marco
totalmente comercial y su único Patrón lo es Kimberly-Clark de Mexico, S.A. de
C.V., con domicilio en Kimberly-Clark de Mexico, S.A. de C.V.
Mexico.  Derivado de lo anterior, el Empleado expresamente reconoce
que el Plan y los beneficios que pudieran derivar de la participación en el Plan
no establecen derecho alguno entre el Empleado y el Patrón, Kimberly-Clark de
Mexico, S.A. de C.V. y no forma parte de las condiciones de trabajo y/o las
prestaciones otorgadas por Kimberly-Clark de Mexico, S.A. de C.V. y que
cualquier modificación al Plan o su terminación no constituye un cambio o
impedimento de los términos y condiciones de la relación de trabajo del
Empleado.

    


    Asimismo,
el Empleado reconoce que su participación en el Plan es resultado de una
decisión unilateral y discrecional de Kimberly-Clark Corporation por lo tanto,
Kimberly-Clark Corporation se reserva el absoluto derecho de modificar y/o
terminar la participación del Empleado en cualquier momento y sin
responsabilidad alguna frente el Empleado.

     

    Finalmente,
el Empleado por este medio declara que no se reserva derecho o acción alguna que
ejercitar en contra de Kimberly-Clark Corporation por cualquier compensación o
daño en relación con las disposiciones del Plan o de los beneficios derivados
del Plan y por lo tanto, el Empleado otorga el más amplio finiquito que en
derecho proceda a Kimberly-Clark Corporation, sus afiliadas, subsidiarias,
oficinas de representación, sus accionistas, funcionarios, agentes o
representantes legales en relación con cualquier demanda que pudiera
surgir.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

    NETHERLANDS

     

    Consent to Comply
with Dutch Securities Law

     

    The Participant has
been granted Awards under the Plan, pursuant to which the Participant may
acquire shares.  Participants who are residents of the Netherlands
should be aware of the Dutch insider trading rules, which may impact the sale of
such shares.  In particular, the Participant may be prohibited from
effecting certain share transactions if the Participant has insider information
regarding the Corporation.

     

    Below is a
discussion of the applicable restrictions.  The Participant is advised
to read the discussion carefully to determine whether the insider rules apply to
the Participant.  If it is uncertain whether the insider rules apply,
the Corporation recommends that the Participant consult with his or her personal
legal advisor.  Please note that the Corporation cannot be held liable
if the Participant violates the Dutch insider rules.  The Participant
is responsible for ensuring compliance with these
rules.

     

    By entering into
the Award Agreement and participating in the Plan, the Participant acknowledges
having read and understood the notification below and acknowledges that it is
his or her own responsibility to comply with the Dutch insider trading rules, as
discussed herein.

     

    Prohibition Against
Insider Trading

     

    Dutch securities
laws prohibit insider trading.  Under Article 46 of the Act on the
Supervision of the Securities Trade 1995, anyone who has “inside information”
related to the Corporation is prohibited from effectuating a transaction in
securities in or from the Netherlands.  “Inside information” is
knowledge of a detail concerning the issuer to which the securities relate that
is not public and which, if published, would reasonably be expected to affect
the share price, regardless of the actual effect on the price.  The
insider could be any employee of the Corporation or its Dutch Affiliate who has
inside information as described above.

     

    Given the broad
scope of the definition of inside information, certain employees of the
Corporation working at its Dutch Affiliate may have inside information and thus,
would be prohibited from effectuating a transaction in securities in the
Netherlands at a time when he or she had such inside
information.

    


     

    NEW
ZEALAND

     

    Securities
Law Notice

     

    The Participant
will receive the following documents (in addition to this Appendix A) in
connection with this Award from the Corporation:

     

    
      	
               
      

            	
              1.

            	
              an Award
      Agreement which sets forth the terms and conditions of the
      Award;

            


    

    
      	
               
      

            	
              2.

            	
              a copy of the
      Corporations’ most recent annual report and most recent financial reports
      have been made available to enable the Participant
      to make informed decisions concerning this Award;
  and

            


    

    
      	
               
      

            	
              3.

            	
              a copy of the
      description of the Kimberly-Clark Corporation 2001 Equity Participation
      Plan (“Description”)
      (i.e.,
      the Corporation’s
      Form S-8 Plan Prospectus under the U.S. Securities Act of 1933, as
      amended), and the Corporation will provide any attachments or documents
      incorporated by reference into the Description upon written
      request.  The documents incorporated by reference into the
      Description are updated periodically.  Should the Participant
      request copies of the documents incorporated by reference into the
      Description, the Corporation will provide the Participant
      with the most recent documents incorporated by
  reference.

            


    

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    RUSSIA

     

    Securities
Law Notice

     

    This
Award
Agreement, the Plan
and all other materials the
Participant may receive
regarding participation in the Plan do not constitute advertising or an offering
of securities in Russia.  The issuance of shares of Common Stock
under
the Plan has not and will not be registered in Russia and hence the shares described in
any Plan-related documents may not be offered or placed in public circulation in
Russia.  All
shares issued upon vesting of the Award will be maintained on the Participant’s
behalf in the United States.

     

    Please note that,
under the Russian law, the Participant
is not permitted
to sell the Corporation’s shares
directly to other
Russian individuals and the Participant
is not permitted
to bring share certificates into Russia.  All
shares issued upon vesting of the Award will be maintained on the Participant’s
behalf in the United States.

     

    SAUDI
ARABIA

     

    Securities
Law Notice

     

    This
document may not be distributed in the Kingdom except to such persons as
are permitted under the
Offers of Securities Regulations issued by the Capital Market Authority.

     

    The Capital Market
Authority does not make any representation as to the accuracy or
completeness of
this document, and expressly disclaims any liability whatsoever for
any loss arising
from, or incurred in reliance upon, any part of this document. 
Prospective
purchasers of the securities offered hereby should conduct their own due
diligence on the
accuracy of the information relating to the securities. If you do
not understand the
contents of this document you should consult an authorized financial
adviser.

    


    SOUTH
AFRICA

     

    Tax
Acknowledgment

     

    By
accepting the
Award,
the
Participant agrees to
notify the Employer of
the amount of any gain realized upon
vesting of the
Award.  If
the
Participant fails to advise
the
Employer of the
gain realized upon vesting, the
Participant may be liable
for a fine.  The Participant
will
be responsible for paying any difference between the actual tax liability and
the amount withheld.

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    SPAIN

     

    Labor Law
Acknowledgment

     

    By
accepting the
Award,
the
Participant acknowledges
that he or she understands and agrees to participation in the Plan and that he
or she has received a copy of the Plan.

     

    The
Participant understands
that the Corporation has
unilaterally, gratuitously and discretionally decided to grant Awards under the Plan to
individuals who may be employees of the Corporation or its
Affiliates throughout the world.  The decision is a limited decision
that is entered into upon the express assumption and condition that any grant
will not economically or otherwise bind the Corporation or any
of its Affiliates on an
ongoing basis.  Consequently, the
Participant understands
that any grant is given on the assumption and condition that it shall not become
a part of any employment contract (either with the Corporation or any of its
Affiliates) and shall not be considered a mandatory benefit, salary for any
purposes (including severance compensation) or any other right
whatsoever.  Further, the
Participant understands
and freely accepts that there is no guarantee that any benefit whatsoever shall
arise from any gratuitous and discretionary grant since the future value of
the
Award and
the
underlying shares is unknown and
unpredictable.  In addition, the
Participant understands
that this grant would not be made but for the assumptions and conditions
referred to above; thus,  the
Participant understands,
acknowledges and freely accepts that should any or all of the assumptions be
mistaken or should any of the conditions not be met for any reason, then
the
Award shall be null
and void.

     

    UNITED
KINGDOM

     

    Tax
Acknowledgment

     

    The
following information supplements the information
regarding Tax-Related Items in the Acknowledgment of Conditions section of the
Award Agreement:

     

    If
payment or withholding of the income tax due is not made within 90 days of the
event giving rise to the Tax-Related Items or such other period specified in
Section 222(1)(c) of
the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the
amount of any uncollected Tax-Related Items shall constitute a loan owed by the
Participant to the
Employer, effective on the Due Date.  The Participant agrees that
the loan will bear interest at the then-current Her Majesty’s Revenue and
Customs (“HMRC”) official rate; it will be immediately due and
repayable.  Notwithstanding the foregoing, if the Participant is an officer
or executive director (as within the meaning of Section 13(k) of the U.S.
Securities and Exchange Act of 1934,
as amended), the terms of this provision will not apply to the Participant.  In the
event that the Participant is an officer
or director, as defined above, and Tax-Related Items are not collected from or
paid by the Participant by the Due
Date, the amount of any uncollected Tax-Related Items may constitute a benefit
to the Participant on which
additional income tax and National Insurance Contributions may be
payable.   The Participant acknowledges
the Corporation or the
Employer may recover it at any time thereafter by any of the means referred to
in the Award
Agreement.  The
Participant authorizes
the Corporation to withhold
the transfer of any shares unless and
until the loan is repaid in full.

     

    


    
      
        
           


        

        
          19