Exhibit 4.1


 


This security is a Global
Security within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depository or a nominee of a Depository,
which may be treated by the Company, the Trustee and any agent thereof as owner and holder of this Security for all purposes. This Global
Security is exchangeable for securities registered in the name of a person other than the Depository or its nominee only in the limited
circumstances hereinafter described and may not be transferred except as a whole by the Depository to a nominee of the Depository or by
a nominee of the Depository to the Depository.


 


Unless this Security is presented
by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company or its agent
for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co., or in
such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity
as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


	No.	 	 
	CUSIP No. 494368
    CD3	 	     PRINCIPAL
    AMOUNT: $
	ISIN No. US494368CD38	 	 




 


KIMBERLY-CLARK CORPORATION


 


2.000% NOTES DUE NOVEMBER 2, 2031


 


Kimberly-Clark
Corporation, a corporation duly incorporated and existing under the laws of the State of Delaware (hereinafter called the “Company,”
which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of           
($          ) on November 2, 2031, and to pay interest thereon from November 2,
2021, or from the most recent Interest Payment Date to which interest has been paid or duly provided for semi-annually on May 2 and
November 2 of each year, commencing May 2, 2022, at the rate of 2.000% per annum, until the principal hereof is paid or made
available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, which shall be April 18 and October 18 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.


 


Any interest not punctually
paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in the Indenture.


 






     


     


    

 


Reference is hereby made to
the further provisions of this Security set forth on the reverse hereof which further provisions shall for all purposes have the same
effect as if set forth at this place.


 


Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or pdf or other electronically imaged
(including, without limitation, DocuSign or AdobeSign) signature, this Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.


 









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IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed under its corporate seal.


 


DATED: November 2, 2021


 


	 	KIMBERLY-CLARK CORPORATION
	 	 
	 	By:	 
	 	 	Flavio Costa
	 	 	Vice President and Treasurer
	 	 
	 	Attest:	 
	 	 
	Alison Rhoten

                                                         Vice President, Deputy General Counsel,

	 	 	Global Corporate Affairs and Corporate Secretary




 


TRUSTEE’S CERTIFICATE

OF AUTHENTICATION

This is one of the Securities

of the series designated

therein referred to in the

within-mentioned Indenture.


 


U.S. BANK NATIONAL ASSOCIATION,

as successor Trustee


 


	By:	 	 
	 	Authorized Officer	 



 






     


     


    

 


[Reverse of Note]


 


KIMBERLY-CLARK CORPORATION


 


2.000% NOTES DUE NOVEMBER 2, 2031


 


This Security is one of a
duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more
series under a First Amended and Restated Indenture dated as of March 1, 1988, as amended or supplemented from time to time (herein
called the “Indenture”), between the Company, The Bank of New York Mellon Trust Company, N.A., as successor trustee and U.S.
Bank National Association, as successor Trustee (herein called the “Trustee,” which term includes any successor trustee under
the Indenture) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $600,000,000.


 


Prior
to the Par Call Date, the Securities will be redeemable as a whole or in part, at the option of the Company at any time, at a redemption
price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed and (ii) the sum of the present
values of the Remaining Scheduled Payments (as hereinafter defined) thereon, discounted to the redemption date on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points, plus in either case accrued interest on
the principal amount being redeemed to the redemption date. On or after the Par Call Date, the Securities will be redeemable, at
the option of the Company, at any time, in whole or in part, at a redemption price equal to 100% of the principal amount of the Securities
to be redeemed, plus accrued and unpaid interest to the date of redemption.


 


The calculation of the redemption
price and accrued interest payable upon a redemption shall be made by the Company or on behalf of the Company by such persons as the Company
may designate; provided that such calculation shall not be the duty or obligation of the Trustee unless otherwise expressly agreed in
writing.


 


“Treasury Rate”
means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.


 


“Business Day”
means any day that is not a Saturday or Sunday and that is not a day on which banking institutions are generally authorized or obligated
by law, regulation or executive order to close in the City of New York and, for any place of payment outside of the City of New York,
in such place of payment.


 


“Comparable Treasury
Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed (assuming, for this purpose, that the Securities mature on the Par Call Date) that
would be utilized, at the time of selection and in accordance with customary financial practice, in pricing a new issue of corporate debt
securities of comparable maturity to the remaining term of such Securities.


 


“Comparable Treasury
Price” means, with respect to any redemption date, the arithmetic average, as determined by the Independent Investment Banker, of
the Reference Treasury Dealer Quotations for such redemption date.


 






     


     


    

 


“Independent Investment
Banker” means each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC and their respective
successors as may be appointed from time to time by the Company; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer (a “Primary Treasury Dealer”), the Company shall substitute therefor another Primary Treasury
Dealer.


 


“Par Call Date” means August 2,
2031, (the date that is three months prior to the maturity date of the Securities).


 


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date prior to the Par Call Date, the
arithmetic average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer by 5:00 p.m., New York City time, on the third business day preceding such redemption date.


 


“Reference Treasury
Dealer” means each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC and their respective
successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute
therefor another Primary Treasury Dealer.


 


“Remaining Scheduled
Payments” mean with respect to any Security, the remaining scheduled payments of the principal thereof to be redeemed and interest
thereon that would be due after the related redemption date if such Security matured on the Par Call Date; provided, however, that, if
such redemption date is not an interest payment date with respect to such Security, the amount of the next scheduled interest payment
thereon will be reduced by the amount of interest accrued thereon to such redemption date.


 


Notice of any redemption will be sent at least
10 days but not more than 45 days before the redemption date to each Holder of Securities to be redeemed. Notice of any redemption of
the Securities in connection with a corporate transaction that is pending (including an equity offering, an incurrence of indebtedness
or a change of control) may, at the Company’s discretion, be given subject to one or more conditions precedent, including, but not
limited to, completion of the transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such
notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have
been satisfied or otherwise waived by the redemption date. The Company shall notify Holders of any such rescission as soon as practicable
after it determines that it will not be able satisfy or otherwise waive such conditions precedent. Once notice of redemption is mailed
or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Securities called for redemption
will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to the redemption
date.


 






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Unless the Company defaults
in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Securities or portions thereof
called for redemption.


 


The Securities will not be
entitled to any sinking fund.


 


If an Event of Default, as
defined in the Indenture, with respect to Securities of this series shall occur and be continuing, the principal of the Securities of
this series may be declared due and payable in the manner and with the effect provided in the Indenture.


 


If a Change of Control Repurchase
Event occurs, unless the Company has exercised its right to redeem this series of Securities, the Company will make an offer to each Holder
of Securities to repurchase all or any part (in denominations of $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s
Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of Securities repurchased plus any accrued and
unpaid interest on the Securities repurchased to the date of repurchase. Within 30 days following any Change of Control Repurchase Event
or, at the Company’s option, prior to any Change of Control, but after the public announcement of an impending Change of Control,
the Company will mail or deliver electronically a notice to each Holder, with a copy to the Trustee, describing the transaction or transactions
that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified
in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed or delivered electronically.
The notice shall, if mailed or delivered electronically prior to the date of consummation of the Change of Control, state that the offer
to repurchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.
The Trustee shall have no duty to determine whether a Change of Control Repurchase Event or any component thereof has occurred or is continuing.


 


The Company will comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent those
laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase
Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions
of the Securities, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached
its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.


 


On the Change of Control Repurchase
Event payment date, the Company will, to the extent lawful:


 


		•	accept for payment all Securities or portions of Securities (in denominations of $2,000 or integral multiples
of $1,000 in excess thereof) properly tendered pursuant to the Company’s offer;



 






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		•	deposit with the Trustee an amount equal to the aggregate repurchase price in respect of all Securities
or portions of Securities properly tendered; and



 


		•	deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an officers’
certificate stating the aggregate principal amount of Securities being purchased by the Company.



 


The Trustee will promptly
pay to each Holder of Securities properly tendered the repurchase price for the Securities, and the Trustee will promptly authenticate
and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion
of any Securities surrendered; provided, that each new Security will be in a principal amount of $2,000 or an integral multiple of $1,000
in excess thereof.


 


The Company will not be required
to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner,
at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Securities
properly tendered and not withdrawn under its offer.


 


“Below Investment Grade
Rating Event” means the Securities are rated below Investment Grade by each of the Rating Agencies on any date from the date of
the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice
of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced
consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising
by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus
shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder)
if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm
or inform the Trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised
of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall
have occurred at the time of the Below Investment Grade Rating Event).


 


“Change of Control”
means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets
of the Company and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act), other than the Company or one of its subsidiaries; (2) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the
Company’s Voting Stock; or (3) the first day on which a majority of the members of the Company’s Board of Directors are
not Continuing Directors.


 


“Change of Control Repurchase
Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.


 






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“Continuing Directors”
means, as of any date of determination, any member of the Board of Directors of the Company who (1) was a member of such Board of
Directors on the date of the issuance of the Securities; or (2) was nominated for election or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination
or election (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee
for election as a director).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Fitch” means
Fitch Ratings Inc. and its successors.


 


“Investment Grade”
means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); a rating
of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); and a rating of BBB- or better by Fitch
(or its equivalent under any successor rating categories of Fitch); or the equivalent investment grade credit rating from any additional
Rating Agency or Rating Agencies selected by the Company.


 


“Moody’s”
means Moody’s Investors Service Inc.


 


“Rating Agency”
means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate the Securities
or fails to make a rating of the Securities publicly available for reasons outside of the Company’s control, a “nationally
recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Exchange Act, selected by the
Company as a replacement agency for Fitch, Moody’s or S&P, as the case may be.


 


“S&P” means
S&P Global Ratings, a division of S&P Global Inc. and its successors.


 


“Voting Stock”
means the Company’s capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled
to vote for the election of directors (or persons performing similar functions) of the Company, even if the right so to vote has been
suspended by the happening of such a contingency.


 


The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than 66 2/3% in principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities
of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 


The Indenture contains provisions
for defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants and certain
Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Security.


 






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Upon due presentment for registration
of transfer of this Security at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, The City
of New York, a new Security or Securities of this series in authorized denominations for an equal aggregate principal amount will be issued
to the transferee in exchange herefor, as provided in the Indenture and subject to the limitations provided therein and to the limitations
described below, without charge except for any tax or other governmental charge imposed in connection therewith.


 


This Security is exchangeable
for definitive Securities in registered form only if (x) the Depositary notifies the Company that it is unwilling or unable to continue
as Depositary for this Security or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, or (y) the Company in its sole discretion determines that this Security shall be exchangeable for definitive
Securities in registered form and notifies the Trustee thereof. If this Security is exchangeable pursuant to the preceding sentence, it
shall be exchangeable for definitive Securities in registered form in denominations of $2,000 and any integral multiple of $1,000 in excess
thereof, registered in such names as such Depositary shall direct, bearing interest at the same rate, having the same date of issuance,
redemption provisions, Stated Maturity and other terms and of differing denominations aggregating a like amount.


 


This Security may not be transferred
except as a whole by the Depositary to a nominee of the Depositary, or by a nominee of the Depositary to the Depositary or another nominee
of the Depositary, or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such successor. Except as
provided above, owners of beneficial interests in this global Security will not be entitled to receive physical delivery of Securities
in definitive form and will not be considered the Holders hereof for any purpose under the Indenture.


 


No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed, except that in the event the Company deposits money or Government Obligations as provided in Section 402
of the Indenture, such payments will be made only from proceeds of such money or Government Obligations.


 


Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


No recourse shall be had for
the payment of the principal of (or premium, if any) or the interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder,
officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly waived and released.


 






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Anything in the Indenture
or the Security of this series to the contrary notwithstanding, for the purposes of the transactions contemplated by the Indenture relating
to the Security of this series, the Security of this series and any document to be signed in connection with the Indenture or such Security
(including the Securities of this series and amendments, supplements, waivers, consents and other modifications, Officers’ Certificates,
Company Orders and Opinions of Counsel and other issuance, authentication and delivery documents) or the transactions contemplated hereby
may be signed by manual signatures that are scanned, photocopied or faxed or other electronic signatures created on an electronic platform
(such as DocuSign) or by digital signature (such as Adobe Sign), in each case that is approved by the Trustee, and contract formations
on electronic platforms approved by the Trustee, and the keeping of records in electronic form, are hereby authorized, and each shall
be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping
system, as the case may be.





 


All capitalized terms used
in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 






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