exv4w4







Exhibit 4.4




KIMBERLY-CLARK CORPORATION



INCENTIVE INVESTMENT PLAN




Amended through January 1, 2008





 









 








ARTICLE I




NAME, PURPOSE AND EFFECTIVE DATE OF PLAN



This Kimberly-Clark Corporation Salaried Employees Incentive Investment Plan (the “Salaried Plan”)
and the Kimberly-Clark Corporation Hourly Employees Incentive Investment Plan (the “Hourly Plan”)
were adopted effective August 1, 1967. The Kimberly-Clark Corporation Incentive Investment Plan
reflects the merger of the Hourly Plan with and into the Salaried Plan, which is amended and
restated effective as of January 1, 2003 (the “Effective Date”). Its purpose is to promote the
interests of the Corporation and its stockholders by encouraging Eligible Employees
to arrange for personal investment programs which, depending upon the success of the
Corporation, will be augmented by Company Matching Contributions. It provides each
Eligible Employee with an opportunity to become a stockholder of the Corporation.
The K-C Stock Fund portion of the Plan is intended to be an employee stock ownership plan,
as defined in section 4975 of the Code, and is designed to invest primarily in qualifying
employer securities, as defined in Code section 409(l).




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ARTICLE II




DEFINITIONS AND CONSTRUCTION





	2.1	 	Definitions. When the following words and phrases appear in this Plan, they
shall have the respective meanings set forth below unless the context clearly indicates
otherwise:






	 	(a)	 	Accounts: The accounts under the Plan to be maintained for
each Participant as provided in Section 6.2.
	 
	 	(b)	 	Actual Contribution Percentage: A percentage which, for a specified
group of Eligible Employees for a Plan Year shall be the average of the
ratios (calculated separately for each Eligible Employee in such group) of






	 	(i)	 	the amount of After-Tax Contributions and Company
Matching Contributions remitted to the Trustee on behalf of each
Eligible Employee for such Plan Year (but only to the extent
that such Contributions and Company Matching Contributions are
not considered for purposes of subsection 2.1(c) hereof), together with
qualified nonelective contributions treated as Company Matching
Contributions pursuant to Code section 401(m) and regulations
thereunder, to
	 
	 	(ii)	 	the Eligible Employee’s Total Compensation for
such Plan Year.






	 	(c)	 	Actual Deferral Percentage: A percentage which, for a specified group
of Eligible Employees for a Plan Year, shall be the average of the
ratios (calculated separately for each Eligible Employee in such group) of






	 	(i)	 	the amount of Before-Tax Contributions (not including
catch-up contributions under subsection 3.2(a)(ii) of the Plan) remitted to the
Trustee on behalf of each such Eligible Employee for such
Plan Year (and, to the extent determined appropriate by the
Committee, such other Contributions and Company Matching
Contributions as may be used to determine the actual deferral percentage
under Code section 401(k) and regulations thereunder), to
	 
	 	(ii)	 	the Eligible Employee’s Total Compensation for
such Plan Year.






	 	(d)	 	Affiliated Employer: An Employer and any corporation which is
a member of a controlled group of corporations (as defined in Code section
414(b)) which includes an Employer; any trade or business (whether or not
incorporated) which is under common control (as defined in Code section 414(c))
with an Employer; any organization (whether or not incorporated) which is a
member of an affiliated service group (as defined in Code section 414(m)) which
includes an Employer; and any other entity required to be aggregated with an
Employer pursuant to Code section 414(o).




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	 	(e)	 	After-Tax Contributions: Contributions made by
Participants on an after-tax basis, which include:






	 	(i)	 	Contributions made by Participants under
subsection 3.2(b) on an after-tax basis; or
	 
	 	(ii)	 	Employee contributions, as defined in Code
section 401(m) and the regulations thereunder, contributed prior to April 1,
1990 on account of which a Company Matching Contribution was made under
this Plan on behalf of a Participant who was employed prior to April 1,
1989; or
	 
	 	(iii)	 	Before-Tax Contributions in excess of the limitation
under subsection 3.5(a)(i) or in excess of the limitation under subsection
3.5(b)(i) and which are recharacterized under subsection 3.5(b)(ii) and any
other Employee contribution as defined under Code section
401(m) and the regulations thereunder, on account of which no Company
Matching Contribution was made to this Plan on behalf of the
Participant.






	 	(f)	 	All Cash Distribution: As defined in subsection 7.3(c).
	 
	 	(g)	 	All Stock Distribution: As defined in subsection 7.3(a).
	 
	 	(h)	 	Ballard: Ballard Medical Products, a wholly-owned subsidiary of the
Corporation.
	 
	 	(i)	 	Ballard Heritage Employee: An Employee of Ballard, as
of December 31, 1999, who had an Hour of Service on January 1, 2000. Except
for purposes of Article III, a Ballard Heritage Employee may also include a
former employee of Ballard with an account in the Ballard Savings Plan
as of December 31, 1999 which was transferred to this Plan as of January 31, 2000.
	 
	 	(j)	 	Ballard Heritage Rollover Account: An Account consisting of
Discretionary Contributions and Matching Contributions, as defined under the
Ballard Savings Plan, and earnings and losses attributable thereto, transferred
from the Ballard Savings Plan as of January 31, 2000 with respect to
Ballard Heritage Employees, pursuant to the merger of the Ballard Savings
Plan herein, and rollovers made under a prior version of this
 Plan, with earnings
thereon.
	 
	 	(k)	 	Ballard Savings Plan: the Ballard Medical Products 401(k) Retirement
Savings Plan.
	 
	 	(l)	 	Base Earnings: An amount as determined by the Employer which is
that portion of an Eligible Employee’s Total Compensation from an
Employer and consists only of regular earnings and sales commissions, except as
otherwise provided in the Committee rules, while a Participant.
Base Earnings shall be determined before Before-Tax Contributions
pursuant to subsection 3.2(a), any elective wage reduction contributions pursuant to
Code sections 125 or 132(f)(4), are deducted. With respect to any Eligible
Employee on a foreign assignment, such Eligible Employee’s Base
Earnings shall disregard any adjustment which is made to such Eligible
Employee’s salary as a result of such foreign assignment. Notwithstanding the
foregoing, the amount of any Eligible Employee’s compensation which is taken
into account for purposes of determining such




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	 	 	 	Eligible Employee’s Base Earnings under the Plan shall not
exceed the limit set forth in Section 11.12.
	 
	 	(m)	 	Beneficiary: The person or persons last designated on Timely
Notice by a Participant, provided the named person survives the
Participant. If no such person is validly designated as provided under
subsection 7.5(a), or if the designated person predeceases the Participant, the
Beneficiary shall be the Participant’s spouse, if living, and if not,
the Participant’s estate. For purposes of Section 7.7, the Beneficiary shall be
considered the designated beneficiary under section 401(a)(9) of the Code and section
1.401(a)(9)-1 Q&A-4 of the regulations.
	 
	 	(n)	 	Before-Tax Contributions: Contributions made by
Employers on behalf of Participants under subsection 3.2(a) that are
considered deferred within the meaning of Code section 401(k) and regulations
thereunder. For individuals age 50 or over by the end of the Plan Year,
Before-Tax Contributions also include catch-up contributions in accordance with
Code section 414(v).
	 
	 	(o)	 	Board: The Board of Directors of the Corporation.
	 
	 	(p)	 	Business Day: Any day on which securities are traded on the New York
Stock Exchange.
	 
	 	(q)	 	Code: The Internal Revenue Code of 1986, as amended from time to time.
	 
	 	(r)	 	Commissioner: The Commissioner of the Internal Revenue Service.
	 
	 	(s)	 	Committee: The committee appointed to administer and regulate the
Plan as provided in Article IX.
	 
	 	(t)	 	Company Matching Contributions: Amounts contributed under the
Plan by Employers as provided in Article IV.
	 
	 	(u)	 	Contributions: Amounts deposited under the Plan by or on
behalf of Participants including Before-Tax Contributions and
After-Tax Contributions as provided in Article III.
	 
	 	(v)	 	Core Investment Funds: The Investment Funds of the
Plan other than the Self-Directed Brokerage Account.
	 
	 	(w)	 	Corporation: Kimberly-Clark Corporation (a Delaware corporation).
	 
	 	(x)	 	Corporation Stock: The common stock of the Corporation.
	 
	 	(y)	 	Current Market Value: The fair market value on any day as determined
by the Trustee in accordance with generally accepted valuation principles
applied on a consistent basis.
	 
	 	(z)	 	Day of Service: An Employee shall be credited with a Day
of Service for each calendar day commencing with the date on which the
Employee first performs an Hour of Service until the Employee’s
Severance from Service Date. If an Employee quits, is discharged,
retires, or dies, and such Employee does not




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	 	 	 	incur a One-Year Period of Severance, the Employee shall be credited
with a Day of Service for each calendar day elapsed from the
Employee’s Severance from Service Date to the date on which the
Employee again completes an Hour of Service.
	 
	 	(aa)	 	Distribution Calendar Year: A calendar year for which a minimum
distribution is required. For distributions beginning before the Participant’s death,
the first Distribution Calendar Year is the calendar year immediately preceding
the calendar year which contains the Participant’s Required Beginning
Date. For distributions beginning after the Participant’s death, the first
Distribution Calendar Year is the calendar year in which distributions are
required to begin under subsection 7.7(b). The required minimum distributions for the
Participant’s first Distribution Calendar Year will be made on or
before the Participant’s Required Beginning Date. The required minimum
distribution for other Distribution Calendar Years, including the required
minimum distribution for the Distribution Calendar Year in which the
Participant’s Required Beginning Date occurs, will be made on or before
December 31 of that Distribution Calendar Year.






	 	(bb)	 	Eligible Employee: Any person who is in the employ of an
Employer during such periods as he meets all of the following conditions:






	 	(i)	 	he is an Employee on the regular payroll of an
Employer; and
	 
	 	(ii)	 	he is in a Participating Unit.
	 
	 	

For purposes of this subsection, “on the regular payroll of an Employer”
shall mean paid through the payroll department of such Employer, and shall
exclude employees classified or reclassified by an Employer as intermittent
or temporary employees, and persons classified by an Employer as independent
contractors, regardless of how such Employees may be classified or
reclassified by any federal, state, or local, domestic or foreign, governmental
agency or instrumentality thereof, or court.

	 
	 	A leased employee shall not be considered an Eligible Employee under the
Plan. For purposes of the preceding sentence, the term “leased employee”
means any person (other than an employee of recipient) who pursuant to an agreement
between the recipient and any other person (a “leasing organization”) has performed
services for the recipient (or for the recipient and related persons determined in
accordance with Code section 414(n)) on a substantially full-time basis for
a period of at least one year, and such services are performed under the primary
direction and control of the recipient. In addition, a person who formerly was an
Eligible Employee shall be treated as an Eligible Employee for all
purposes hereunder during such periods as he meets all of the following conditions:

	 
	 	(i)	 	he is an Employee on the regular payroll of an
Employer, and
	 
	 	(ii)	 	he is on temporary assignment to provide services for a
corporation, hereinafter referred to as the “Affiliate,” which is a member of a
controlled group of corporations, within the meaning of Code section
414(b) as modified by Code section 415(h), of which the
Corporation is a member, and which is not an Employer
hereunder.




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	 	 	 	For purposes of the preceding sentence, a person shall be considered on temporary
assignment only if his period of service for an Affiliate is expected to be of brief
duration not to exceed 2 years and if he is expected to resume services for an
Employer upon the expiration of the temporary assignment with the Affiliate.
A person shall also be considered on temporary assignment at other
Employers or in other classifications or from another Employer or
classification only if his period of service in such assignment is expected to be of
brief duration not to exceed 2 years and if he is expected to resume services in his
regular assignment upon the expiration of such assignment.
	 
	 	(cc)	 	Eligible Retirement Plan: A qualified plan under Code section
401(a), including a 401(k) plan, defined benefit pension plan, profit sharing or
thrift plan, SIMPLE 401(k) plan, stock bonus plan and employee stock ownership plan, an
individual retirement account under Code section 408(a), an individual
retirement annuity under Code section 408(b), a tax-sheltered annuity under
Code section 403(b), an annuity plan under section 403(a) of the Code,
and an eligible deferred compensation plan under section 457(b) of the Code
which is maintained by an employer described in Code section 457(e)(1)(A) and
which agrees to separately account for amounts transferred into such plan from this
plan.
	 
	 	(dd)	 	Employee: A person employed by an Employer.
	 
	 	(ee)	 	Employee Accounts: Those Accounts which reflect that portion
of a Participant’s interest in the Investment Funds which are
attributable to his Contributions, including his Rollover Account, the
Ballard Heritage Rollover Account, the KCTC Heritage Rollover Account,
and the Safeskin Transferee Rollover Account.
	 
	 	(ff)	 	Employer: The Corporation and each Subsidiary which
the Committee shall from time to time designate as an Employer for
purposes of the Plan pursuant to Article X hereof and
which shall adopt the Plan and
the Trust. A list of Employers is set forth in Appendix A.
	 
	 	(gg)	 	Employer Accounts: Those Accounts which reflect the portion of
a Participant’s interest in the Investment Funds which are attributable
to Company Matching Contributions.
	 
	 	(hh)	 	Equity Company: Any corporation, which is not the Corporation
or a Subsidiary, 33-1/3% or more of the voting shares of which are owned
directly or indirectly by the Corporation.
	 
	 	(ii)	 	ERISA: The Employee Retirement Income Security Act of 1974, as amended
from time to time.
	 
	 	(jj)	 	Highly Compensated Eligible Employee: An Eligible Employee who
is described in Code section 414(q) and applicable regulations thereunder. An
Employee who is described in Code section 414(q) and applicable
regulations thereunder generally means an Employee who performed services for
the Employer or an Affiliated Employer during the “Determination Year”
and is in one or more of the following groups:




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	 	(i)	 	Employees who at any time during the “Determination
Year” or “Look-Back Year” were “Five Percent Owners” of the Employer or
an Affiliated Employer. “Five Percent Owner” means any person who owns
(or is considered owning within the meaning of Code section 318) more
than five percent of the outstanding stock of the Employer or stock
possessing more than five percent of the total combined voting power of all
stock of the Employer or, in the case of an unincorporated business,
any person who owns more than five percent of the capital or profits interest
in the Employer. In determining percentage ownership hereunder,
employers that would otherwise be aggregated under Code sections
414(b), (c), (m) and (o) shall be treated as separate employers; or
	 
	 	(ii)	 	Employees who received “Compensation” during the
“Look-Back Year” from the Employer or an Affiliated Employer in
excess of $90,000, adjusted for changes in the cost of living as provided in
Code section 415(d) and, if the Employer elects, were in the
“Top Paid Group” of Employees for the Plan Year. “Top Paid Group”
means the top 20 percent of Employees, excluding those
Employees described in Code section 414(q)(8) and applicable
regulations, who performed services during the applicable Year, ranked
according to the amount of “Compensation” received from the Employer
during such Year.






	 	 	 	The “Determination Year” shall be the Plan Year for which testing is being
performed, and the “Look-Back Year” shall be the immediately preceding 12 month
period.
	 
	 	 	 	An Employer may make a uniform election with respect to all plans of the
Employer to apply a calendar year calculation, as permitted by regulations
under Code section 414(q).
	 
	 	 	 	For purposes of this subsection, “Compensation” shall mean compensation as defined
in subsection 12.1(a)(iv) including elective salary reduction contributions made
under this Plan or any other cash or deferred arrangement, or pursuant to
Code sections 125 or 132(f)(4).
	 
	 	(kk)	 	Hours of Service: Each hour for which an Employee is directly
or indirectly paid, or entitled to payment, by an Employer for the performance
of duties and for reasons other than the performance of duties during the applicable
computation period. An Hour of Service shall also include each hour for which
back pay, irrespective of mitigation of damages, has been either awarded or agreed to
by an Employer. Hours of Service shall be credited to the
Employee for the computation period or periods in which the duties are
performed or for the period to which the award or agreement pertains, whichever is
applicable. Credit for Hours of Service shall be given for periods of absence
spent in military service to the extent required by law. Credit for Hours of
Service may also be given for such other periods of absence of whatever kind or
nature as shall be determined under uniform rules of the Committee. Employment
with a company which was not, at the time of such employment, an Employer shall
be considered as the performance of duties for an Employer if such employment
was continuous until such company was acquired by, merged with, or consolidated with an
Employer and such employment continued with an Employer following such
acquisition,





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merger or consolidation. Employment with a Subsidiary that is not an
Employer or with an Equity Company shall be considered as
performance of duties for an Employer.

	 
	 	


Hours of Service shall be calculated and credited in a manner consistent
with U.S. Department of Labor Regulation 2530.200b-2(b) and (c), and shall in no
event exclude any hours required to be credited under U.S. Department of Labor
Regulation 2530.200b-2(a).

	 
	 	




For any period or periods for which adequate records are not available to accurately
determine the Employee’s Hours of Service, the following equivalency
shall be used:








	 	 	 	
190 Hours of Service for each month for which such Employee
would otherwise receive credit for at least one Hour of Service.






	 	


Solely for purposes of determining whether an Employee has incurred a
one-year break-in-service, an Employee who is absent from work:

	 
	 	(i)	 	by reason of the pregnancy of the Employee;
	 
	 	(ii)	 	by reason of the birth of a child of the Employee;
	 
	 	(iii)	 	by reason of a placement of a child with the Employee
in connection with the adoption of such child by the Employee; or
	 
	 	(iv)	 	for purpose of caring for such child for a period beginning
immediately following such birth or placement,
	 
	 	
shall be credited with certain Hours of Service which would otherwise have
been credited to the Employee if not for such absence. The Hours of
Service credited hereunder by reason of such absence shall be credited with
respect to the Plan Year in which such absence begins, if such credit is
necessary to prevent the Employee from incurring a one-year break-in-service
in such Plan Year, and otherwise with respect to the Plan Year
immediately following the Plan Year in which such absence begins. In
addition, the Hours of Service credited with respect to such absence shall
not exceed 501, and shall be credited only to the extent that the Employee
substantiates to the satisfaction of the Committee that the
Employee’s absence, and the length thereof, was for the reasons described in
paragraphs (i)-(iv) above. Notwithstanding the foregoing, no Hours of
Service shall be credited pursuant to the three immediately preceding sentences
with respect to any absence which commenced before April 1, 1985.







	 	(ll)	 	International Index Fund: An Investment Fund consisting
primarily of stocks of established companies based in Europe, Asia and the Far East,
with the objective to match the performance of the Morgan Stanley Capital International
EAFE Index, or such other similar index as may be selected by the Named
Fiduciary.
	 
	 	(mm)	 	Investment Fund: The Self-Directed Brokerage Account and/or an
unsegregated fund of the Plan including the K-C Stock Fund and the
Target Date Funds and




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	 	 	 	such other funds as the Named Fiduciary may establish. The Named
Fiduciary may, from time to time, in its discretion, establish additional funds
or terminate any fund. An Investment Fund may be, but shall not be limited
to, a fund managed by the Trustee, by an insurance company, or by an
investment company regulated under the Investment Company Act of 1940. An
Investment Fund, pending investment in accordance with the fund purpose, may
be invested in short-term securities of the United States of America or in other
investments of a short-term nature.
	 
	 	(nn)	 	K-C Stock Fund: An Investment Fund consisting of
Corporation Stock, with a portion invested in money market securities to
provide liquidity for Participant transactions.
	 
	 	(oo)	 	KCTC: A term used to reflect certain units of the Corporation
which were formerly part of Kimberly-Clark Tissue Company prior to its liquidation and
dissolution as a wholly-owned subsidiary of the Corporation.
	 
	 	(pp)	 	KCTC Heritage Employee: A salaried Employee of KCTC as
of December 31, 1996, who had an Hour of Service on January 1, 1997, or a
hourly Employee of KCTC as of December 31, 1997, who had an Hour of
Service on January 1, 1998.
	 
	 	(qq)	 	KCTC Heritage Rollover Account: An Account consisting of
Retirement Contributions and Matching Employer Contributions, as defined under the
KCTC Investment Plan, and earnings and losses attributable thereto, transferred
to the Plan pursuant to the merger of the KCTC Investment Plan herein, and
rollovers made under a prior version of this Plan, with earnings thereon.
	 
	 	(rr)	 	KCTC Investment Plan: The Kimberly-Clark Tissue Company Investment
Plan for Salaried Employees, or the Kimberly-Clark Tissue Company Investment Plan for
Hourly Employees, as applicable.
	 
	 	(ss)	 	Life Expectancy: Life Expectancy as computed by the use of the
Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.
	 
	 	(tt)	 	Lump Sum Distribution: A single distribution of the entire amount of a
Participant’s Accounts.
	 
	 	(uu)	 	Money Market Fund: An Investment Fund consisting of short-term
debt securities issued or fully guaranteed as to the payment of principal and interest
by the U.S. government or any agency or instrumentality thereof.
	 
	 	(vv)	 	Month of Service: A calendar month any part of which an
Employee completes an Hour of Service. Except, however, an
Employee shall be credited with a Month of Service for each month
during the 12-month computation period in which he has not incurred a One-Year
Period of Severance. An Employee shall be credited with a Month of
Service for each calendar month of absence during the 12-month computation period
following the date on which the Employee does not complete an Hour of
Service for any reason other than the Employee quits, is discharged,
retires or dies.




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	 	(ww)	 	Named Fiduciary: The Committee, as defined in Article IX of
the Plan, (the members of which are designated by the Chief Human Resources Officer of
the Corporation) shall be the Named Fiduciary of the Plan as
defined in ERISA section 402(a).
	 
	 	(xx)	 	One-Year Period of Severance: The applicable computation period of 12
consecutive months during which an Employee fails to accrue a Day of
Service. Years of Service and One-Year Periods of Severance shall
be measured on the same computation period.
	 
	 	 	 	An Employee shall not be deemed to have incurred a One-Year Period of
Severance if he completes an Hour of Service within 12 months following
his Severance from Service Date.
	 
	 	(yy)	 	Partial Distribution: A distribution of a portion of a Participant’s
Accounts.
	 
	 	(zz)	 	Participant: An Eligible Employee who participates under
Section 3.1 by validly electing to participate or has a deemed election. He remains a
Participant until all of his Accounts have been distributed pursuant to
the Plan.
	 
	 	(aaa)	 	Participating Unit: A specific classification of Employees of
an Employer designated from time to time by the Committee pursuant to
Article X hereof as participating in this Plan. The classifications so
designated are shown in Appendix A.
	 
	 	(bbb)	 	Plan: The Kimberly-Clark Corporation Incentive Investment Plan.
	 
	 	(ccc)	 	Plan Year: A twelve calendar month period beginning January 1 and
ending the following December 31.
	 
	 	(ddd)	 	Required Beginning Date: The date specified in subsection 7.7(a)(ii)
of the Plan.
	 
	 	(eee)	 	Rollover Account: An Account consisting of Rollover
Contributions of the Participant.
	 
	 	(fff)	 	Rollover Contributions: Pre-tax contributions or employer matching
contributions made by a Participant to an Eligible Retirement Plan,
which is accepted by the Plan as a rollover under section 402(c) of the
Code and that satisfy the requirements of section 401(a)(31) for treatment as a
rollover.
	 
	 	(ggg)	 	Safeskin 401(k) Plan: The Safeskin Corporation 401(k) Profit Sharing
Plan.
	 
	 	(hhh)	 	Safeskin Transferee: A Participant who, immediately prior to
becoming a Participant, (i) was a sales employee of Safeskin Corporation, and
accepted employment with the Corporation’s Professional Health Care sector effective
during July 2000, or (ii) was a salaried employee of Safeskin Corporation who accepted
employment with the Corporation during 2000, and whose account in the Safeskin 401(k)
Plan was transferred to this Plan as of January 2, 2001.
	 
	 	(iii)	 	Safeskin Transferee Rollover Account: An Account consisting
of Elective Deferrals, Rollover and Transfer Contributions and Matching Contributions,
as





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	 	 	 	defined under the Safeskin 401(k) Plan, and earnings and losses attributable
thereto, transferred from the Safeskin 401(k) Plan as of January 2, 2001
with respect to Safeskin Transferees, pursuant to the merger of the
Safeskin 401(k) Plan herein, with earnings thereon.
	 
	 	(jjj)	 	Self-Directed Brokerage Account: An Investment Fund in which
Participants may direct their investments in certain mutual funds or individual
securities through a brokerage account pursuant to such limitations and procedures as
may be approved by the Committee as it deems appropriate.
	 
	 	(kkk)	 	Service: Regular employment with the Corporation, a
Subsidiary or an Equity Company.
	 
	 	(lll)	 	Severance from Service Date: The earlier of:






	 	(i)	 	the date an Employee quits, is discharged, retires or dies, or
	 
	 	(ii)	 	the first anniversary of the date an Employee is absent
from Service for any reason other than a quit, discharge, retirement,
or death (e.g., disability, leave of absence, or layoff, etc.)






	 	(mmm)	 	Stable Income Fund: An Investment Fund consisting primarily
of investment contracts issued by insurance companies or banks and in money market
securities.
	 
	 	(nnn)	 	Stock and Cash Distribution: As defined in subsection 7.3(b).
	 
	 	(ooo)	 	Subsidiary: Any corporation, 50% or more of the voting shares of
which are owned directly or indirectly by the Corporation, which is
incorporated under the laws of one of the States of the United States.
	 
	 	(ppp)	 	Target Date Funds: An Investment Fund consisting of various
target retirement date funds managed by an investment manager, each of which target a
different target retirement/maturity date and are designed to provide varying degrees
of long-term appreciation and capital preservation through a mix of equity and fixed
income expenses based on the target retirement/maturity date or such other similar
target funds as may be selected by the Named Fiduciary.
	 
	 	(qqq)	 	Terminated Participant: A Participant who has terminated his
employment with an Employer with the aggregate value of the
Participant’s Accounts exceeding $1,000, and who has not elected to
receive a distribution under the Plan.
	 
	 	(rrr)	 	Timely Notice: A notice provided in writing on a designated form, or
by electronic medium, or through a voice response system, prescribed by the
Committee and submitted at such places and at such times as shall be
established by Committee rules.
	 
	 	(sss)	 	Total Compensation: An Eligible Employee’s total compensation
as that term is defined in Code section 414(s) and Treasury Regulation
1.415-2(d)(11)(i) plus,





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amounts contributed or deferred under Code sections 125, 132(f)(4) or
401(k). Total Compensation of any Eligible Employee shall not
exceed the limit set forth in Section 11.12.

	 
	 	(ttt)	 	Trust: The Kimberly-Clark Corporation Defined Contribution Plans
Trust pursuant to the trust agreement provided for in Article V.
	 
	 	(uuu)	 	Trustee: The trustee under the Trust.






	 	(vvv)	 	Valuation Date: Each Business Day for which the Current
Market Value of a Participant’s Accounts is determined for purposes
of this Plan.
	 
	 	(www)	 	Year of Service: An Employee shall accrue a Year of
Service for each 365 Days of Service. If the total of an
Employee’s Service exceeds his whole Years of Service, then
such Employee shall be credited with an additional fraction of a Year of
Service, the numerator of which shall be the total number of his Days of
Service represented by such excess and the denominator of which shall be 365. If
the total of an Employee’s Service is less than one Year of
Service, then such Employee shall be credited with a fraction of a
Year of Service, the numerator of which shall be the total number of his
Days of Service and the denominator of which shall be 365.






	2.2	 	Construction. Where appearing in the Plan, the masculine shall include the feminine
and the plural shall include the singular, unless the context clearly indicates otherwise.
The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall
mean and refer to the entire Plan and not to any particular section or subsection.




12









 











ARTICLE III




PARTICIPATION, CONTRIBUTIONS, AND ALLOCATIONS





	3.1	 	Participation.






	 	(a)	 	An Eligible Employee’s election to participate in the Plan shall, if
given on Timely Notice,






	 	(1)	 	be effective as of the date of his election, or as soon as
administratively possible thereafter, and
	 
	 	(2)	 	remain in effect as a valid election to participate for each
successive Plan Year.






	 	(b)	 	An Eligible Employee shall be deemed to have authorized a reduction in
such Eligible Employee’s compensation equal to five percent of his or her wages
for the Plan Year, effective for the first payroll period on or after 30 days
when such individual becomes an Eligible Employee. Before the date an
Eligible Employee becomes a Participant, the Eligible Employee
shall be given notice of such deemed authorization and a reasonable opportunity to
change the percentage of his or her wages (including to zero percent) to be contributed
to Before-Tax Contributions.






	3.2	 	Amount of Contributions by and on behalf of Participants.






	 	(a)	 	Before-Tax Contributions. During each Plan Year, Before-Tax
Contributions shall be made on behalf of a Participant by his
Employer for deposit to his Account as follows:






	 	(i)	 	Subject to the provisions of Section 3.5, a Participant
may elect on Timely Notice to make Before-Tax Contributions to
his Account in any whole percentage equal to an amount which is not
less than 1% of his Base Earnings and not more than 75% of his Base
Earnings; provided, however, a Highly Compensated Eligible
Employee’s Before-Tax Contributions may not exceed (A) 12% if under
age 50 or (B) 15% if age 50 or older, of his Base Earnings.
	 
	 	 	 	Notwithstanding the foregoing, effective June 2, 2006, Before-Tax
Contributions also include Contributions made to the
Plan for the benefit of a Participant pursuant to a deemed
election to reduce the compensation otherwise currently payable to such
Participant as described in Section 3.1(b) above.
	 
	 	 	 	Such election may include an election for the Plan to automatically
increase each June 1 the amount of Before-Tax Contributions made to
the Plan in one percent increments up to a target amount selected by
the Participant not to exceed the maximum percentage allowed by the
Plan. Such election must be made on or before April 30 immediately
preceding the June 1 date for which the initial increase applies.




13









 













	 	(ii)	 	A Participant who is eligible to make Before-Tax
Contributions under this Plan and who has attained age 50 before the close
of the Plan Year shall be eligible to make catch-up contributions in
accordance with, and subject to the limitations of, section 414(v) of the
Code. Such catch-up contributions shall not be taken into account for
purposes of the provisions of the Plan implementing the required limitations of
sections 402(g) and 415 of the Code. The Plan shall not be treated as
failing to satisfy the provisions of the Plan implementing the requirements of
section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code,
as applicable, by reason of the making of such catch-up contributions.
	 
	 	(iii)	 	Before-Tax Contributions shall be deducted from a
Participant’s Total Compensation. An election or deemed
election under this subsection shall remain in effect for so long as a
Participant is eligible to make Before-Tax Contributions or, if
earlier, until changed by a Participant. A Participant may
change his election on Timely Notice effective as of the
Participant’s first payroll check on or after first day of the next
payroll period following the date of the election, or as soon as
administratively possible thereafter.
	 
	 	 	 	A Participant may make an election to have Before-Tax
Contributions to his Account in accordance with this Section 3.2
up to the contribution limit allowed by Code section 402(g) and then
have the contributions automatically switch to After-Tax
Contributions until the maximum contribution rate elected by the
Participant is reached. The Plan will automatically switch
to making Before-Tax Contributions on behalf of the
Participant as of the beginning of the next Plan Year in
such amount as elected by the Participant.






	 	(b)	 	After-Tax Contributions.






	 	(i)	 	A Participant may elect on Timely Notice to
make After-Tax Contributions to his Account in any whole
percentage equal to an amount which is not less than 1% of his Base
Earnings and not more than 75% of his Base Earnings; provided,
however, a Highly Compensated Eligible Employee’s After-Tax
Contributions may not exceed (A) 12% if under age 50 or (B) 15% if age 50
or older, of his Base Earnings.
	 
	 	(ii)	 	An election to make After-Tax Contributions by regular
payroll deduction shall remain in effect for so long as a Participant
is eligible to make After-Tax Contributions or, if earlier, until
changed by a Participant. A Participant may change such
election on Timely Notice effective as of the Participant’s
first payroll check on or after the first day of the next payroll period
following the date of the election, or as soon as administratively possible
thereafter.
	 
	 	(iii)	 	All After-Tax Contributions equal to the difference
between 5% of a Participant’s Base Earnings and the
Participant’s Before-Tax Contributions, but not less than zero
(0), shall be taken into account in





14









 













determining the Company Matching Contributions made on behalf of the
Participant.




	 	(c)	 	Rollover Contributions. A Participant may contribute, and the
Plan may accept, Rollover Contributions made by a direct transfer from an
Eligible Retirement Plan; provided that the Participant represents to
the Plan that such funds are eligible for rollover. Notwithstanding the foregoing, if
the Plan Administrator learns that such funds are not eligible to be rolled over, the
funds shall be returned to such Participant as soon as administratively
feasible. Upon such transfer to the Plan, a Participant must make an election
to allocate his Rollover Contributions to one or more of the Investment
Funds, pursuant to Section 3.4 herein.






	3.3	 	General Limitation.






	 	(a)	 	Notwithstanding any other provision of this Article III, no
Contribution shall be made to the Plan which would
cause the Plan to fail to
meet the requirements for exemption from tax or to violate any provisions of the
Code.
	 
	 	(b)	 	Notwithstanding any other provision of this Article III, the
Contributions made by and on behalf of a Participant shall not exceed
75% of his Base Earnings for a Non-Highly Compensated Eligible Employee
and (A) 12% if under age 50 or (B) 15% if age 50 or older of his Base Earnings, for a
Highly Compensated Eligible Employee.






	3.4	 	Investment of Contributions by and on behalf of Participants.
	 
	 	 	Before-Tax Contributions and After-Tax Contributions. On Timely Notice, a
Participant shall elect to allocate in whole multiples of 1% all of the
Before-Tax Contributions and After-Tax Contributions to be made on his
behalf during a Plan Year to one or more of the Core Investment Funds.
Notwithstanding the foregoing, a Participant may not allocate initial
Contributions to the K-C Stock Fund, except as a transfer or reallocation
under Section 3.8.
	 
	 	 	Before-Tax Contributions for a deemed election after June 26, 2007, pursuant to
Section 3.1(b), shall be allocated to the Target Date Funds.
	 
	 	 	An election under this subsection shall remain in effect until changed by a
Participant. A Participant may change his election and such election shall
be effective as of the date of the Participant’s next Contribution following
Timely Notice of the change, or as soon as administratively possible thereafter.
	 
	 	 	A Participant may not allocate Rollover Contributions or
Contributions to the Self-Directed Brokerage Account, except as a
reallocation under Section 3.8.




15









 














	3.5	 	Limitations on Before-Tax Contributions.






	 	(a)	 	Overall Limitation.






	 	(i)	 	Notwithstanding any provision of the Plan to the
contrary, Before-Tax Contributions made on behalf of a
Participant by his Employer for deposit to his Account
shall not exceed the dollar limitation contained in Code section 402(g) in
effect in any taxable year of the Participant, except to the extent
permitted under subsection 3.2(a)(ii) of the Plan and Code section 414(v), if
applicable.
	 
	 	(ii)	 	If a Participant exceeds the dollar limitation in subsection
3.5(a)(i) , the percentage of his Before-Tax Contributions shall be
reduced in order to meet the limitations of subsection 3.5(a)(i).






	 	(b)	 	Limitations on Actual Deferral Percentage.






	 	(i)	 	In any Plan Year in which the Actual Deferral
Percentage for the group of Highly Compensated Eligible Employees
would be more than the greater of:






	 	(A)	 	the Actual Deferral Percentage of all
other Eligible Employees multiplied by 1.25, or
	 
	 	(B)	 	the lesser of (1) 2 percent plus the Actual
Deferral Percentage of all other Eligible Employees or (2)
the Actual Deferral Percentage of all other Eligible
Employees multiplied by 2.0.
	 
	 	
The deferral rate under subsection 3.2(a) of those Highly Compensated
Eligible Employees shall be reduced pursuant to the following steps:








	 	(A)	 	The Committee will determine the total amount
of the Before-Tax Contributions to the Plan by starting
with the Highly Compensated Eligible Employee(s) who has the
greatest deferral rate, reducing his deferral rate (but not below the
next highest deferral rate), then, if necessary, reducing the deferral
rate of the Highly Compensated Eligible Employee(s) at the next
highest deferral rate level, including the deferral rate of the
Highly Compensated Eligible Employee(s) whose deferral rate the
Committee already has reduced (but not below the next highest
deferral rate), and continuing in this manner until the Actual
Deferral Percentage for the Highly Compensated Eligible
Employees satisfies the test set forth above. These contributions
shall be deemed to be “Excess Contributions” for purposes of this
subsection;
	 
	 	(B)	 	After the Committee has determined the
total Excess Contribution amount pursuant to Step (A) above, the
Committee shall calculate the total dollar amount by which the
Excess Contributions for the Highly Compensated Eligible
Employees must be reduced in order to satisfy the Average
Deferral Percentage test;




16









 
















	 	(C)	 	The Committee shall reduce the Before-Tax
Contributions of the Highly Compensated Eligible
Employee(s) with the highest dollar amount of Before-Tax
Contributions by recharacterizing such contributions to such
Highly Compensated Eligible Employee(s) as After-Tax
Contributions in the amount required to cause the dollar amount of
such Highly Compensated Eligible Employee(s)’ Before-Tax
Contributions to equal the dollar amount of the Before-Tax
Contributions of the Highly Compensated Eligible
Employee(s) with the next highest dollar amount of Before-Tax
Contributions.
	 
	 	(D)	 	If the total dollar amount of Before-Tax
Contributions recharacterized pursuant to Step (C) above is less
than the total dollar amount of Excess Contributions calculated
pursuant to Step (B), Step (C) shall be applied to the Highly
Compensated Eligible Employee(s) with the next highest dollar
amount of Before-Tax Contributions until the total amount of
recharacterized Before-Tax Contributions equals the total
dollar amount of Excess Contributions calculated in Step (B).
	 
	 	(E)	 	When calculating the amount of Before-Tax
Contributions to be recharacterized under Step (C), if
recharacterization of a lesser amount, when added to any amounts
already recharacterized under this subsection, would equal the total
amount of reductions necessary to permit the Plan to satisfy
the Average Deferral Percentage test, the lesser amount shall
be recharacterized as After-Tax Contributions.






	 	 	 	For purposes of this subsection, a person shall not be considered to be an
Eligible Employee until such time as he or she could first have in
effect a valid election to participate in the Plan.
	 
	 	(ii)	 	Before-Tax Contributions actually made in excess of the
amount permitted under subsection 3.5(b)(i) shall be recharacterized as
After-Tax Contributions by the close of the Plan Year following
the Plan Year for which such Before-Tax Contributions were
made. If such excess Before-Tax Contributions are not recharacterized
as After-Tax Contributions within 21/2 months after the close of the
Plan Year for which they were made, a 10 percent excise tax on the
amount of such excess Before-Tax Contributions may apply.
Recharacterized excess Before-Tax Contributions shall be fully vested
when made and shall not be distributed before one of the events described in
subsection 4.4(a)(iii). Such Contributions (or, if less, their
Current Market Value on the date of the deposit thereof pursuant to
this subsection) shall be accounted for in the Participant’s
Account as After-Tax Contributions.






	 	(iii)	 	Before-Tax Contributions will be taken into account
for purposes of determining the Actual Deferral Percentage for a
Plan Year only if they relate to Total Compensation that would
have been received by the Participant during the Plan Year (but
for the election to make Before-Tax Contributions hereunder), or
Total Compensation that is attributable to services performed by the
Participant during the Plan Year and would




17









 














have been received by the Participant within 21/2 months after the
close of the Plan Year (but for the election to make Before-Tax
Contributions hereunder).




	 	(c)	 	Additional Limitation. Notwithstanding any provision of the
Plan to the contrary, the Committee may limit or adjust the amount of
Before-Tax Contributions in a manner that prevents contributions in excess of
the limit set forth in subsection 3.5(b) above.






	3.6	 	Suspension of All Contributions. On Timely Notice and notwithstanding the
provisions of Section 3.2, a Participant may elect to suspend all of his
Contributions, effective as of the Participant’s first payroll check on or
after the first day of the next payroll period following the date of the election, or as soon
as administratively possible thereafter. On Timely Notice a Participant may
elect to resume Contributions as of the Participant’s first payroll check on
or after the first day of the next payroll period following the date of the election, or as
soon as administratively possible thereafter.
	 
	 	 	A Participant’s Contributions shall be suspended commencing with and
continuing throughout any period during which he fails to qualify as an Eligible
Employee. On Timely Notice upon requalifying as an Eligible Employee a
Participant may elect to make Contributions to his Accounts and such
election shall be effective as soon as administratively possible.






	3.7	 	Payment of Contributions to Trustee. The Employers shall contribute or remit
to the Trustee no later than 15 days after the end of each month the amounts deducted
or withheld from the Participants’ compensation as Contributions under the
Plan.
	 
	3.8	 	
Reallocation of Participant’s Accounts.








	 	(a)	 	A Participant may, as of any Business Day, elect to (i)
reallocate all or any whole percentage portion, or (ii) effect a fund transfer of all
or any whole percentage portion or dollar amount, of any of his Employee
Accounts or Employer Accounts among the Investment Funds; provided,
however, that






	 	(i)	 	amounts in a Participant’s Employee Accounts or
Employer Accounts in the Stable Income Fund (A) may be
reallocated or transferred to one or more of any of the Investment
Funds except for the Money Market Fund and the Self-Directed
Brokerage Account; and (B) once reallocated or transferred, cannot be
transferred to the Money Market Fund or the Self-Directed Brokerage
Account for a period of not less than 90 days;
	 
	 	(ii)	 	amounts in a Participant’s Employee Accounts or
Employer Accounts reallocated or transferred to the International
Index Fund from another Investment Fund cannot subsequently be
transferred to another Investment Fund for a period of not less than 30
days; and
	 
	 	(iii)	 	the minimum amount which may be reallocated or transferred to
the Self-Directed Brokerage Account is $1,000 per transaction;
provided, however, that a Participant must retain $500 as of the date of the
reallocation or transfer in any combination of the Core Investment
Funds.




18









 












	 	(b)	 	A Participant’s election to reallocate or effect a fund transfer shall
be effective as soon as administratively possible following Timely Notice, and
the amount of such reallocation shall be determined by the value of the Participant’s
interest in any Investment Fund on the Valuation Date on which such
reallocation takes effect.






	3.9	 	Redeposits and Restored Amounts.






	 	(a)	 	Notwithstanding any provision in this Plan to the contrary, on
Timely Notice, an Employee who has forfeited all or a portion of his
Employer Accounts may redeposit the distribution or withdrawal which caused the
forfeiture before the earlier of (i) the date on which the Employee has been
reemployed for five years or (ii) the date on which the Employee incurs five
consecutive One-Year Periods of Severance following the year of the
distribution or withdrawal. Upon such redeposit, the amount of the forfeiture
associated with the redeposit shall be restored to the Employer Account and
allocated based on Employee’s contribution investment elections. Redeposits shall be
allocated to the Plan funds in the same manner as Before-Tax
Contributions and After-Tax Contributions made on behalf of the
Participant. The amount redeposited shall be equal to the amount distributed
or withdrawn from the Before-Tax Contributions or After-Tax
Contributions section of his Employee Accounts which caused the forfeiture.
	 
	 	(b)	 	No redeposit of such a withdrawal or distribution shall be permitted if,
coincident with or subsequent to the forfeiture associated with that withdrawal or
distribution, an Employee incurs 5 consecutive One-Year Periods of
Severance.
	 
	 	(c)	 	A Participant who is entitled to no portion of his Employer
Accounts upon termination of employment shall be deemed to have received a
distribution of zero dollars ($0) from such accounts.
	 
	 	(d)	 	Any forfeiture from the Company Matching Contributions section of his
Employer Accounts shall be restored in accordance with the provisions of this
Section 3.9 if the Terminated Participant returns to his employment with an
Employer prior to incurring five consecutive One-Year Periods of
Severance and the Terminated Participant has either (i) not received a
distribution or withdrawal from the Before-Tax Contributions or After-Tax
Contribution section of his Employee Accounts, or (ii) has redeposited such
distribution or withdrawal as provided in subsection (a) above.






	3.10	 	Source of and Interest in Before-Tax Contributions. Anything in this Plan to
the contrary notwithstanding, Before-Tax Contributions shall be made by the
Employers out of current or accumulated earnings and profits, and the
Employers shall have no beneficial interest of any nature whatsoever in any such
Contributions after the same have been received by the Trustee.






	3.11	 	Contributions During Qualified Military Leave. Notwithstanding any provision of this
Plan to the contrary, Contributions and Company Matching Contributions
may be made for periods of qualified military service in accordance with Code section
414(u).




19









 













ARTICLE IV




EMPLOYER CONTRIBUTIONS





	4.1	 	Contribution Percentage. Subject to Section 4.3, Company Matching
Contributions for each Plan Year shall be 75% of a Participant’s
Before-Tax Contributions or After-Tax Contributions on the first 2% of
such Participant’s Base Earnings per pay period, and 50% of a
Participant’s Before-Tax Contributions or After-Tax
Contributions on the next 3% of such Participant’s Base Earnings
per pay period.
	 
	4.2	 	Allocation and Payment of Company Matching Contributions. Company
Matching Contributions shall be






	 	(a)	 	made out of current or accumulated earnings and profits,
	 
	 	(b)	 	allocated according to a Participant’s
Contributions elections or deemed elections among the Investment
Funds, in accordance with Section 3.4.
	 
	 	(c)	 	made to the Trustee as soon as practicable after the
end of the month in which the related Contributions are deducted or
withheld for payment to the Trustee, and
	 
	 	(d)	 	made in cash, or at the sole option of the Employer, in
 shares of Corporation Stock held in the treasury, or both (but not in
authorized but unissued shares) in which event the amount of any Company
Matching Contribution made in Corporation Stock shall be the
Current Market Value thereof on the date of delivery to the
Trustee which, for the purposes of the Plan, shall be considered as the
Trustee’s cost of such shares except where Treasury Regulations
sections 1.402(a)-1(b)(2)(ii) and 54.4975-11(d)(1) require shares of
Corporation Stock acquired while the Plan is an employee stock
ownership plan to have a different cost in order to satisfy their requirements.
	 
	 	(e)	 	A Participant may not allocate initial Company Matching
Contributions to the K-C Stock Fund or the Self-Directed
Brokerage Account, except as a transfer or reallocation under Section 3.8.






	 	 	Any forfeiture under the Plan may be applied to reduce Company Matching
Contributions, or if determined by the Committee in its discretion, to
offset administrative expenses of the Plan. A forfeiture shall be valued at
Current Market Value as of the Valuation Date on which the
forfeiture occurred.
	 
	4.3	 	Temporary Suspension of Company Matching Contributions. The
Board may order the suspension of all Company Matching Contributions
if, in its opinion, the Corporation’s consolidated net income after taxes for
the last fiscal year is substantially below the Corporation’s consolidated net
income after taxes for the immediately preceding fiscal year. Any such determination
by the Board shall be communicated to all Eligible Employees and to all
Participants reasonably in advance of the first date for which such temporary
suspension is ordered.




20









 













	 	 	Except when caused, as determined by the Board, by a change in the capital
structure of the Corporation which has the effect that the regular cash
dividend rate is not in fairness comparable between successive quarters, any
reduction of the regular cash dividend rate payable on Corporation Stock for
any quarter as compared with the immediately preceding quarter shall automatically
result in the suspension of all Company Matching Contributions for the first
Plan Year commencing after the quarter in which such reduction occurs.
	 
	4.4	 	Limitations on Company Matching Contributions and After-Tax
Contributions.






	 	(a)	 	Limitations on Actual Contribution Percentage.






	 	(i)	 	In any Plan Year in which the
Actual Contribution Percentage for the group of Highly
Compensated Eligible Employees would be more than the greater of:






	 	(A)	 	the Actual Contribution
Percentage of all other Eligible Employees
multiplied by 1.25, or
	 
	 	(B)	 	the lesser of (1) 2 percent plus
the Actual Contribution Percentage of all other
Eligible Employees or (2) the Actual Contribution
Percentage of all other Eligible Employees
multiplied by 2.0.







	 	
The deferral rate under subsection 3.2(a) of those Highly
Compensated Eligible Employees shall be reduced pursuant to the
following steps:

	 
	 	(A)	 	The Committee will
determine the total amount of the After-Tax
Contributions (including any Before-Tax
Contributions which are recharacterized as After-Tax
Contributions pursuant to subsection 3.5(b)(i)) and
Matching Contributions to the Plan by starting with the
Highly Compensated Eligible Employee(s) who has the
greatest contribution rate, reducing his contribution rate (but
not below the next highest contribution rate), then, if
necessary, reducing the contribution rate of the Highly
Compensated Eligible Employee(s) at the next highest
contribution rate level, including the contribution rate of the
Highly Compensated Eligible Employee(s) whose
contribution rate the Committee already has reduced (but
not below the next highest contribution rate), and continuing in
this manner until the Actual Contribution Percentage for
the Highly Compensated Eligible Employees satisfies the
test set forth above. These contributions shall be deemed to be
“Excess Aggregate Contributions” for purposes of this
subsection;
	 
	 	(B)	 	After the Committee has
determined the total Excess Aggregate Contributions amount
pursuant to Step (A)




21









 













	 	 	 	above, the Committee shall calculate the total dollar amount
by which the Excess Aggregate Contributions for the
Highly Compensated Eligible Employees must be reduced
in order to satisfy the Actual Contribution
Percentage test;
	 
	 	(C)	 	The Committee shall
reduce the After-Tax Contributions of the Highly
Compensated Eligible Employee(s) with the highest dollar
amount of After-Tax Contributions by refunding such
contributions to such Highly Compensated Eligible
Employee(s) in the amount required to cause the dollar
amount of such Highly Compensated Eligible Employee(s)’
After-Tax Contributions to equal the dollar amount of
the After-Tax Contributions of the Highly
Compensated Eligible Employee(s) with the next highest
dollar amount of After-Tax Contributions.
	 
	 	(D)	 	If the total dollar amount of
After-Tax Contributions distributed pursuant to Step (C)
above is less than the total dollar amount of Excess Aggregate
Contributions calculated pursuant to Step (B), Step (C) shall be
applied to the Highly Compensated Eligible Employee(s)
with the next highest dollar amount of After-Tax
Contributions until the total amount of distributed
After-Tax Contributions equals the total dollar amount
of Excess Aggregate Contributions calculated in Step (B).
	 
	 	(E)	 	When calculating the amount of a
distribution under Step (C), if a lesser distribution, when
added to any amounts already distributed under this subsection,
would equal the total amount of distributions necessary to
permit the Plan to satisfy the Actual Contributions
Percentage test, the lesser amount shall be distributed from
the Plan;
	 
	 	(F)	 	If the total dollar amount of
After-Tax Contributions distributed pursuant to Steps
(C) and D above is less than the total dollar amount of Excess
Aggregate Contributions calculated pursuant to Step (B), Steps
(C) and (D) shall again be applied to the Highly Compensated
Eligible Employee(s), beginning with the Highly
Compensated Eligible Employee(s) with the highest dollar
amount of Matching Contributions until the total amount
of distributed After-Tax Contributions and Matching
Contributions equals the total dollar amount of Excess
Aggregate Contributions calculated in Step (B).
	 
	 	
For purposes of this subsection, a person shall not be considered to
be an Eligible Employee until such time as he or she could
first have in effect a valid election to participate in the Plan.








22









 











	 	(ii)	 	After-Tax Contributions and Company
Matching Contributions for the Plan Year (if any) in excess
of the amount permitted under subsection 4.4(a)(i), together with the
income or loss allocable thereto, shall be distributed to the
Participant after the close of the Plan Year and within
12 months after the close of that Plan Year (and, if
practicable, no later than 21/2 months after the close of the Plan
Year in order to avoid any excise tax imposed on the
Employer for excess aggregate contributions); provided,
however, that an Employer may make qualified nonelective
contributions (as provided under Code section 401(m) and the
regulations thereunder) to be allocated only to the Accounts of
Participants who are not Highly Compensated Eligible
Employees that, in combination with After-Tax Contributions
and Company Matching Contributions, satisfy the limit set forth
in 4.4(a)(i) above. Such qualified nonelective contributions (as
provided under Code section 401(m) and the regulations
thereunder), whether taken into account to satisfy the limit set forth
in subsection 4.4(a)(i) above, shall be fully vested when made, shall
be allocated as of a date within the Plan Year, and shall not
be distributed before one of the following events:






	 	(A)	 	the Eligible Employee’s
death, disability, or severance from employment, as provided
under Code section 401(k) and applicable regulations;
	 
	 	(B)	 	the Eligible Employee’s
attainment of age 591/2 as provided under Code section
401(k) and applicable regulations;
	 
	 	(C)	 	the termination of the Plan
without the establishment or maintenance of a successor plan, as
provided under Code section 401(k) and applicable
regulations;






	 	(iii)	 	The income or loss allocable to an excess
aggregate contribution shall be determined by multiplying the income or
loss allocable to a Participant’s After-Tax
Contributions and Company Matching Contributions for the
Plan Year by a fraction, the numerator of which is the
After-Tax Contributions and Company Matching
Contributions made in excess of the amount permitted in (a)(i) of
this Section and the denominator of which is the balance of the
After-Tax Contributions and Company Matching
Contributions Sections of the Participant’s Account
on the last day of the Plan Year, together with any
After-Tax Contributions and Company Matching
Contributions for the gap period described below, but reduced by
the income allocable to such Sections for the Plan Year and
increased by the loss allocable to such Sections for the Plan
Year. The income or loss allocable to an excess aggregate
contribution shall include the income or loss allocable for the period
between the end of the Plan Year and the date of distribution
(the “gap period”). The income or loss allocable to an excess
aggregate contribution for the gap period shall equal 10%





23









 













of the income or loss allocable to such contribution as determined
above, multiplied by the number of months that have elapsed since the
end of the Plan Year. For this purpose, a distribution on or
before the 15th of the month shall be treated as made on the last day
of the preceding month, and a distribution made after the 15th of the
month shall be treated as made on the first day of the next month.




	 	(b)	 	Additional Limitation. Notwithstanding any provision
of the Plan to the contrary, the Committee may limit or adjust the
amount of After-Tax Contributions and Company Matching
Contributions in a manner that prevents contributions in excess of the
limit set forth in subsection 4.4(a)(i) above.




24









 











ARTICLE V




TRUSTEE AND TRUST AGREEMENT





	5.1	 	The Corporation shall enter into a trust agreement with a person or corporation
selected by the Committee to act as Trustee of Contributions and
Company Matching Contributions. The Trustee shall receive all
Contributions and all Company Matching Contributions and shall hold, manage,
administer, and invest the same, reinvest any income, and, in accordance with instructions and
directions of the Committee subject to the Plan, make distributions.
	 
	 	 	The trust agreement shall be in such form and contain such provisions as the
Committee may deem necessary and appropriate to effectuate the purposes of the Plan
and to qualify the Plan and the Trust under the Code. Upon the written
request of an Eligible Employee, a copy of the trust agreement shall be made
available for his inspection.
	 
	 	 	The Committee may, from time to time, remove the Trustee or any successor
Trustee at any time and any such Trustee or any successor Trustee
may resign. The Committee shall, upon removal or resignation of a Trustee,
appoint a successor Trustee.
	 
	 	 	The Trustee’s accounts, books, and records relating to the Trust may be
audited annually by auditors selected by the Committee.
	 
	 	 	The Trustee’s fee shall be paid by the Trustee out of those funds of the
Trust making up the Core Investment Funds, unless paid by the
Corporation in its discretion. Brokerage fees, asset management fees, investment
management fees and other direct costs of investment, taxes (including interest and
penalties), and administrative expenses of the Plan shall be paid by the Trustee out
of the funds of the Trust to which such costs are attributable, unless paid by the
Corporation in its discretion; provided, however, that recordkeeping and
administrative expenses of the Plan shall not be attributed to the Self-Directed Brokerage
Account.




25









 













ARTICLE VI




INVESTMENT, PARTICIPANT’S ACCOUNTS, AND VOTING OF STOCK





	6.1	 	Investment of Contributions.






	 	(a)	 	A Participant’s Contributions and Company Matching
Contributions shall be invested in the Investment Funds in accordance with the
Participant’s allocations under Section 3.4 and Section 4.2 and reallocated in
such Investment Funds in accordance with the Participant’s directions
under Section 3.8.
	 
	 	(b)	 	The Committee shall designate Participant’s
Contributions and Company Matching Contributions for payment to the
Trustee for investment, and Employee Accounts and Employer
Accounts for reallocation in accordance with subsection 6.1(a), and shall advise
the Trustee of such designation.






	6.2	 	Participant’s Accounts.






	 	(a)	 	Establishment of Accounts. Each Participant shall have
established and maintained for him separate Accounts which, depending upon the
allocation and reallocation options he has selected, shall consist of Employee
Accounts and Employer Accounts in one or more of the Investment
Funds. Each such Employee Account shall be subdivided into a
Before-Tax Contributions Section and an After-Tax Contribution Section.
Each such Employer Account shall be subdivided into subsections corresponding
to the Sections of Employee Accounts.
	 
	 	(b)	 	Crediting of Accounts. As of the close of business on each
Valuation Date the designated Accounts of each Participant
shall be appropriately credited with the amounts of his Contributions and
Contributions made on his behalf on that Valuation Date, or the
reallocation or transfer of his other Accounts, if any, effective on that
Valuation Date and his Accounts shall be credited with the amount of
any Company Matching Contributions made with respect to him on that
Valuation Date.
	 
	 	(c)	 	Valuation of Accounts. Each Participant’s Accounts
shall be valued and adjusted each Business Day to preserve for each
Participant his proportionate interest in the related funds and reflect the
effect of income, collected and accrued, realized and unrealized profits and losses,
expenses, valuation adjustments, and all other transactions with respect to the
related fund as follows:






	 	(i)	 	The Current Market Value of the assets held in each of
the funds shall be determined by the Trustee, and
	 
	 	(ii)	 	The separate balances provided for in subsection 6.2(b) of each
Participant’s Account under each of the related funds shall be
adjusted by multiplying by the ratio that the Current Market Value of
such fund as determined under subsection 6.2(c)(i) bears to the aggregate of
the Account balances under such fund.




26









 














	 	(d)	 	For purposes of Section 7.7, the Participant’s account balance shall
refer to the account balance as of the last Valuation Date in the calendar year
immediately preceding the Distribution Calendar Year (valuation calendar year)
increased by the amount of any contributions made and allocated for forfeitures
allocated to the account balance as of the dates in the valuation calendar year after
the Valuation Date, and decreased by distributions made in the valuation
calendar year after the Valuation Date. The account balance for the valuation
calendar year includes any amounts rolled over or transferred to the Plan either in the
valuation calendar year or in the Distribution Calendar Year if distributed or
transferred in the valuation calendar year.






	6.3	 	Stock Rights, Stock Splits and Stock Dividends. A Participant shall have no
right of request, direction or demand upon the Committee or the Trustee to
exercise in his behalf rights to purchase shares of Corporation Stock or other
securities of the Corporation. The Trustee, at the direction of the
Committee, shall exercise or sell any rights to purchase shares of Corporation
Stock appertaining to shares of such stock held by the Trustee and shall sell at
the direction of the Committee any rights to purchase other securities of the
Corporation appertaining to shares of Corporation Stock held by the
Trustee. The Accounts of Participants shall be appropriately
credited. Shares of  Corporation Stock received by the Trustee by reason of a
stock split or a stock dividend shall be appropriately allocated to the Accounts of
the Participants.






	6.4	 	Voting of Corporation Stock. A Participant (or in the event of his death,
his Beneficiary) may direct the voting at each annual meeting and at each special
meeting of the stockholders of the Corporation of that number of whole shares of
Corporation Stock held by the Trustee and attributable to the balances in his
K-C Stock Fund Account as of the Valuation Date coincident with the
record date for such meeting. Each such Participant (or Beneficiary) will be
provided with copies of pertinent proxy solicitation material together with a request for his
instructions as to how such shares are to be voted. The Committee shall direct the
Trustee to vote such shares in accordance with such instructions and shall also direct
the Trustee how to vote any shares of Corporation Stock at any meeting for
which it has not received, or is not subject to receiving, such voting instructions.
Notwithstanding the foregoing, a Participant’s (or Beneficiary’s) voting
instructions shall apply to the balances in the K-C Stock Fund Accounts for
all plans maintained by an Employer in which he participates.






	6.5	 	Tender Offers. A Participant (or in the event of his death, his
Beneficiary) may direct the Trustee in writing how to respond to a tender or
exchange offer for any or all whole shares of Corporation Stock held by the
Trustee and attributable to the balances in his K-C Stock Fund Account
as of the Valuation Date coincident with such offer. The Committee shall
notify each Participant (or Beneficiary) and exert its best efforts to timely
distribute or cause to be distributed to him such information as will be distributed to
stockholders of the Corporation in connection with any such tender or exchange offer.
Upon receipt of such instructions, the Trustee shall tender such shares of
Corporation Stock as and to the extent so instructed. If the Trustee shall
not receive instructions from a Participant (or Beneficiary) regarding any
such tender or exchange offer for such shares of  Corporation Stock (or shall receive
instructions not to tender or exchange such shares), the Trustee shall have no
discretion in such matter and shall take no action with respect thereto. With respect to
 shares of Corporation Stock in the K-C Stock Fund for which the
Trustee is not subject to receiving such instructions, however, the Trustee
shall tender such shares in the same ratio as the number of shares for which





27









 











it receives instructions to tender bears to the total number of shares for which it is
subject to receiving instructions, and shall have no discretion in such matter and shall
take no action with respect thereto other than as specifically provided in this sentence.
Notwithstanding the foregoing, a Participant’s (or Beneficiary’s) voting
instructions shall apply to the balances in the K-C Stock Fund Accounts for
all plans maintained by an Employer in which he participates.




28









 









ARTICLE VII




DISTRIBUTION OF ACCOUNTS





	7.1	 	Accounts to be Distributed.






	 	(a)	 	Termination On or After Attainment of Age 55. If a
Participant’s employment with an Employer is terminated on or after his
attainment of age 55, he shall be fully vested in his Accounts and shall be
entitled to receive a distribution of the entire amount then in his Accounts in
accordance with Section 7.5.
	 
	 	(b)	 	Termination Upon Death. In the event that the termination of
employment of a Participant is caused by his death, or a Terminated
Participant dies prior to the first day on which such Terminated
Participant’s Accounts are payable, the entire amount then in his
Accounts shall be paid to his Beneficiary in accordance with Section
7.5 after receipt of acceptable proof of death in accordance with Committee
rules.
	 
	 	(c)	 	Termination for Other Reasons. If a Participant’s employment
with an Employer is terminated for any other reason, the Participant
shall be entitled to the entire amount in his Employee Accounts and a portion
of his Employer Accounts as determined in accordance with the following
schedule:





	 	 	 	 	 	 	 	 	 
	 	 	Vested	 	Forfeited
	Years of Service	 	Percentage	 	Percentage
	Less than 3
	 	 	0	%	 	 	100	%
	3 or more
	 	 	100	%	 	 	0	%







	 	 	 	The above vesting provisions shall apply to an Employee with accrued
benefits derived from Company Matching Contributions who complete an
Hour of Service under the Plan in a Plan Year beginning
after December 31, 2001. If an Employee terminates employment with the
Employer prior to January 1, 2002, that Employee shall be entitled
to the vesting provisions as defined in prior versions of this Plan.
	 
	 	 	 	In the event that the termination of employment of a Participant is caused
by any reason other than the Employee quits, is discharged, retires or dies,
the Participant will be deemed to have a 12 month period of absence
following the date of such termination of employment, for purposes of determining
the portion of his Employer Accounts which such Participant shall be
entitled to receive in a distribution in accordance with this subsection.
	 
	 	 	 	In the event that the Plan is amended to change the vesting provisions set
forth in this subsection 7.1(c), a Participant with 3 or more years of
Service may elect to have the vested percentage of the Participant’s
Employer Accounts determined pursuant to the vesting provisions in effect
prior to the amendment.
	 
	 	(d)	 	Deferred Distributions. Notwithstanding anything in this Article VII
to the contrary, if the aggregate value of the Accounts of any
Participant exceeds $1,000 as










29









 













provided under Code section 411(a)(11), an immediate distribution shall not
be made without the consent of the Participant. A Participant who fails to
consent to a distribution under this subsection shall continue to participate as a
Terminated Participant and shall be entitled to a distribution of his
Employee Accounts and the vested percentage of his Employer
Accounts. Upon Timely Notice of request for payment, the Terminated
Participant’s Employee Accounts and the vested percentage of his
Employer Accounts shall be distributed in accordance with the provisions of
Section 7.5.




	7.2	 	Timing of Distributions. A Participant’s election to receive a distribution
of his Accounts shall be effective as soon as practicable following Timely
Notice and the amount of the distribution shall be determined by the value of the
Participant’s interest in any Investment Fund as of the Valuation Date
of the distribution. Any forfeiture with respect to the Accounts of the
Participant or Terminated Participant shall be determined as of the
Valuation Date coincident with such Participant’s or Terminated
Participant’s termination of employment. Distribution of a Participant’s
Accounts shall be made to him or to his Beneficiary after the termination of
his employment and as soon as practicable following his request for a distribution.






	7.3	 	Certain Definitions Relating to Distributions and Withdrawals. The following are
forms of distribution under the Plan:






	 	(a)	 	All Stock Distribution. An All Stock Distribution of a
Participant’s Accounts shall mean a single distribution as of the
Valuation Date consisting of full shares of Corporation Stock
attributable to the Participant’s Employee Accounts and to the vested
percentage of his Employer Accounts, together with the cash equivalent of the
Current Market Value on the Valuation Date of fractional shares of such
stock attributable to such Accounts.
	 
	 	(b)	 	Stock and Cash Distribution. A Stock and Cash Distribution of
a Participant’s Accounts shall mean a single distribution consisting
of:






	 	(i)	 	the cash equivalent of the Current Market Value on the
Valuation Date of the Participant’s Employee Accounts,
except his Employee Account in the K-C Stock Fund, and the
vested percentage of his Employer Accounts, except his Employer
Account in the K-C Stock Fund, and
	 
	 	(ii)	 	full shares of Corporation Stock on the Valuation
Date, attributable to the Participant’s Employee Account in
the K-C Stock Fund and to the vested percentage of his Employer
Account in the K-C Stock Fund, together with the cash equivalent of
the Current Market Value on the Valuation Date of fractional
 shares of such stock attributable to such Accounts, and
	 
	 	(iii)	 	the cash equivalent of any other interest attributable to the
Participant’s Accounts, except the forfeited percentage of his
Employer Accounts, on the Valuation Date.






	 	(c)	 	All Cash Distribution. An All Cash Distribution of a
Participant’s Accounts shall mean the same as a Stock and Cash
Distribution, as defined in subsection 7.3(b), except that clause (ii) in said
subsection shall be replaced by the following clause:




30









 













	 	(ii)	 	the cash equivalent of the Current Market Value as of
the Valuation Date of all the shares and fractional shares of
Corporation Stock attributable to the Participant’s
Employee Account in the K-C Stock Fund and to the vested
percentage of his Employer Account in the K-C Stock Fund.






	7.4	 	Lump Sum and Partial Distributions. A Lump Sum Distribution or a Partial
Distribution may be elected by any Participant, Beneficiary, or alternate
payee under a Qualified Domestic Relations Order, in the form of an All Cash
Distribution, a Stock and Cash Distribution or an All Stock Distribution.
	 
	7.5	 	
 Methods of Distribution.








	 	(a)	 	Distribution by Reason of Death. The Beneficiary of a
Participant to which subsection 7.1(b) applies shall be entitled to receive a
distribution of such Participant’s Accounts in any form available
pursuant to the terms of the Plan as elected by the Beneficiary. If a
Participant designates a Beneficiary other than his spouse at the time
of such designation, such designation shall not be valid unless:






	 	(i)	 	the spouse of such Participant consents in writing to
each such election or designation and acknowledges its effect, and
	 
	 	(ii)	 	such consent is witnessed by a notary public.






	 	 	 	No spousal consent described in the immediately preceding sentence need be
furnished, however, with respect to any election or designation if the
Committee is satisfied that there is no spouse, that the spouse cannot be
located, or that such consent is unobtainable for any other reason provided under
regulations of the Internal Revenue Service.
	 
	 	(b)	 	Distribution Upon Termination of Employment for Reasons Other than
Death. A Participant who is entitled to receive a distribution of his
Accounts due to the termination of his employment for any reason specified in
Section 7.1, except death, may on Timely Notice elect to receive such
distribution in the form of an All Stock Distribution, a Stock and Cash
Distribution or an All Cash Distribution, at any time.






	 	(c)	 	Small Distributions. Notwithstanding any provision of this Section 7.5
to the contrary, if the aggregate value of a Participant’s Accounts
does not exceed $1,000 as provided under Code section 411(a)(11), the
Committee shall direct the distribution of the Accounts of any
Participant as an All Stock Distribution, a Stock and Cash
Distribution or an All Cash Distribution as elected by the
Participant or his Beneficiary. If no earlier election is made,
Timely Notice of a request for payment shall be deemed to have been given as of
the Valuation Date which is three months following notice of the
Participant’s entitlement to a distribution under Section 7.1, and such
distribution shall be in the form of an All Cash Distribution.




31









 













	7.6	 	Miscellaneous.






	 	(a)	 	For the purpose of the Plan, no termination of employment will be
deemed to have occurred in any instance where the person involved remains in
Service or is re-employed by an Employer prior to receiving a
distribution of his Accounts.
	 
	 	(b)	 	In the event of the death, prior to his receipt of a distribution, of a
Participant who at the time of his death was entitled to receive distribution
and elected to receive such distribution in the form of an All Stock
Distribution, a Stock and Cash Distribution, or an All Cash
Distribution, and if the Committee has notice of the Participant’s
death prior to such distribution, then such distribution shall be made to the
Participant’s Beneficiary by the same method as it would have been made
to the Participant but for his death.
	 
	 	(c)	 	Notwithstanding anything in this Article VII to the contrary, the distribution
provisions of this Article VII shall not apply for a Terminated Participant or
Participant whose qualified domestic relations order is pending approval by the
Plan Administrator.
	 
	 	(d)	 	No distribution shall be made directly from the Self-Directed Brokerage
Account. A distribution of funds allocated to the Self-Directed Brokerage
Account must first be transferred or reallocated to the Participant’s or
Beneficiary’s Accounts in one or more of the Core Investment Funds.






	7.7	 	Required Distributions.






	 	(a)	 	General Rules: Notwithstanding any provision of the Plan to the
contrary, a Participant’s Accounts shall be distributed on:






	 	(i)	 	the 60th day after the latest of:






	 	(A)	 	the close of the Plan Year in which the
Participant attains age 65,
	 
	 	(B)	 	the close of the Plan Year which
includes the date 10 years after the date the Participant first
commenced participating in the Plan, or
	 
	 	(C)	 	the close of the Plan Year in which the
Participant terminated employment with his Employer.






	 	
unless the Participant defers his election to a later date, which can be no
later than the date specified in 7.7(a)(ii) below. This date shall be the Required
Beginning Date:






	 	(ii)	 	With respect to a Participant other than a
Participant who is a five percent owner as defined in Code
section 401(a)(9), April 1 of the calendar year following the later of






	 	(A)	 	the calendar year in which the
Participant attains age 70-1/2, or




32









 













	 	(B)	 	the calendar year in which the
Participant retires or terminates employment.






	 	 	 	With respect to a Participant who is a five percent owner as defined
in Code section 401(a)(9), April 1 of the calendar year following
the year in which the Participant attains age 70-1/2.
	 
	 	(iii)	 	The Plan will apply the minimum distribution
requirements of Code section 401(a)(9) in accordance with the final and
temporary regulations under Code section 401(a)(9) that were issued on
April 17, 2002.






	 	(b)	 	Death of Participant Before Distributions Begin: The Accounts
of a Participant shall be distributed to a Beneficiary:






	 	(i)	 	who is the surviving spouse and Participant’s sole
designated Beneficiary, commencing on or before December 31 of the later of:






	 	(A)	 	the calendar year in which the
Participant would have attained age 70-1/2 (only applicable if
a Participant dies prior to the Required Beginning Date as
determined in subsection 7.7(a)(ii)), or
	 
	 	(B)	 	the calendar year following the year of the
Participant’s death, or
	 
	 	(C)	 	such other period specified under the
requirements of Code section 401(a)(9) and the regulations
thereunder.






	 	(ii)	 	who is not the surviving spouse, commencing on or before
December 31 of:






	 	(A)	 	the calendar year following the year of the
Participant’s death, or
	 
	 	(B)	 	such other period specified under the
requirements of Code section 401(a)(9) and the regulations
thereunder.






	 	(iii)	 	If the Participant has no designated
Beneficiary as of September 30 of the year following the year of the
Participant’s death, and the Participant dies prior to the Required
Beginning Date as determined in subsection 7.7(a)(ii), distribution of the
Accounts of the Participant must be completed by December 31 of
the calendar year containing the fifth anniversary of the Participant’s
death.
	 
	 	(iv)	 	If the Participant’s surviving spouse is the
Participant’s sole Beneficiary, and the surviving spouse dies
after the Participant, but before distributions to the surviving spouse
begin, subsections 7.7(b)(ii) and 7.7(b)(iii) will apply as if the surviving
spouse were the Participant.
	 
	 	
For purposes of this subsection 7.7(b), 7.7(d) and subsection 7.7(e), unless
subsection 7.7(b)(iv) applies, distributions are considered to begin on the
Participant’s Required Beginning Date. If subsection 7.7(b)(iv)
applies, distributions are considered to begin on the date distributions are
required to begin to the surviving spouse under subsection 7.7(b)(i).







33









 







Forms of Distribution. Unless the Participant’s interest is distributed in a
single sum on or before the Required Beginning Date, as of the first distribution
calendar year, distributions will be made in accordance with subsections 7.7(c), 7.7(d) and
7.7(e).





	 	(c)	 	Required Minimum Distributions During Participant’s Lifetime: During
the Participant’s lifetime, the minimum amount that will be distributed for
each Distribution Calendar Year shall be the lesser of:






	 	(i)	 	the quotient obtained by dividing the Participant’s
account balance by the distribution period in the Uniform Lifetime Table set
forth in section 1.401(a)(9)-9 of the regulations, using the Participant’s age
as of the Participant’s birthday in the Distribution Calendar Year, or
	 
	 	(ii)	 	if the Participant’s sole Beneficiary for the
Distribution Calendar Year is the Participant’s spouse, the
quotient obtained by dividing the Participant’s account balance by the
number in the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9
of the regulations, using the Participant’s and spouse’s attained as of the
Participant’s and spouse’s birthdays in the Distribution Calendar
Year.






	 	 	 	Required minimum distributions will be determined under this subsection 7.7(c)
beginning with the first Distribution Calendar Year and up to and including
the Distribution Calendar Year that includes the Participant’s date
of death.
	 
	 	(d)	 	Required Minimum Distributions After Participant’s Death: If the
Participant dies on or after the date distributions begin and there is a
Beneficiary, the minimum amount that will be distributed for each
Distribution Calendar Year after the year of the Participant’s death is
the quotient obtained by dividing the Participant’s account balance by the
longer of the remaining Life Expectancy of the Participant’s or the
remaining Life Expectancy of the Participant’s Beneficiary,
determined as follows:






	 	(i)	 	The Participant’s remaining Life Expectancy is
calculated using the age of the Participant in the year of death,
reduced by one for each subsequent year.
	 
	 	(ii)	 	If the Participant’s surviving spouse is the
Participant’s sole Beneficiary, the remaining Life
Expectancy of the surviving spouse is calculated for each Distribution
Calendar Year after the year of the Participant’s death using the
surviving spouse’s age as of the spouse’s birthday in that year. For
Distribution Calendar Years after the year of the surviving spouse’s
death, the remaining Life Expectancy of the surviving spouse is
calculated using the age of the surviving spouse as of the spouse’s birthday in
the calendar year of the spouse’s death, reduced by one for each subsequent
year.
	 
	 	(iii)	 	If the Participant’s surviving spouse is not the
Participant’s sole Beneficiary, the Beneficiary’s
remaining life expectancy is calculated using the age of the
Beneficiary in the year following the year of the Participant’s
death, reduced by one for each subsequent year.




34









 












	 	(iv)	 	If the Participant dies on or after the date
distributions begin and there is no Beneficiary as of September 30 of
the year after the year of the Participant’s death, the minimum amount
that will be distributed for each Distribution Calendar Year after the
year of the Participant’s death is the quotient obtained by dividing
the Participant’s account balance by the Participant’s
remaining Life Expectancy calculated using the age of the
Participant in the year of death, reduced by one for each subsequent
year.






	 	(e)	 	Death Before Distributions Begin:






	 	(i)	 	If the Participant dies before the date distributions
begin and there is a Beneficiary, the minimum amount that will be
distributed for each Distribution Calendar Year after the year of the
Participant’s death is the quotient obtained by dividing the
Participant’s account balance by the remaining Life Expectancy
of the Participant’s Beneficiary, determined as provided in
subsection 7.7(d).
	 
	 	(i)	 	If the Participant dies before the date distributions
begin and there is no Beneficiary as of September 30 of the year
following the year of the Participant’s death, distribution of the
Participant’s entire interest will be completed by December 31 of the
calendar year containing the fifth anniversary of the Participant’s
death.
	 
	 	(ii)	 	If the Participant dies before the date distributions
begin, the Participant’s surviving spouse is the Participant’s
sole Beneficiary, and the surviving spouse dies before distributions
are required to begin to the surviving spouse under subsection 7.7(b)(i), this
subsection 7.7(e) will apply as if the surviving spouse were the
Participant .






	 	(f)	 	All distributions from the Plan shall be made in accordance with the
requirements of Code section 401(a)(9), including Code section
401(a)(9)(G), and the regulations and the Internal Revenue Service rulings and other
interpretations issued thereunder. The provisions of Section 7.7 override any
distribution options in the Plan inconsistent with Code section
401(a)(9). Notwithstanding the other provisions of Section 7.7, distributions may be
made under a designation made before January 1, 1984, in accordance with Sec. 242(b)(2)
of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan
that relate to Sec. 242(b)(2) of TEFRA.
	 
	 	(g)	 	The Committee may, in its discretion, establish procedures for making
such required distributions consistent with the provisions hereof.






	7.8	 	Unclaimed Benefits. During the time when a benefit hereunder is payable to any
Terminated Participant or, if deceased, his Beneficiary, the Committee
shall mail by registered or certified mail to such Participant or Beneficiary,
at his last known address, a written demand for his then address, or for satisfactory evidence
of his continued life, or both. If such information is not furnished to the Committee
within 12 months from the mailing of such demand, then the Committee may, under rules
established by the Committee, in its sole discretion, declare such benefit, or any
unpaid portion thereof, suspended, with the result that such unclaimed benefit shall be
treated as a forfeiture for




35









 












	 	 	the Plan Year within which such 12-month period ends, but shall be subject to
restoration through an Employer Contribution if the lost Participant
or such Beneficiary later files a claim for such benefit.
	 
	7.9	 	Form of ESOP Benefit. Notwithstanding anything in the Plan to the contrary
but subject to the provisions of subsections 7.5(c) and 7.7, the form of benefit payment
available to a Participant, unless the Participant elects otherwise, shall be
substantially equal periodic payments (not less frequently than annually) over a period not
longer than the greater of (i) five (5) years, or (ii) in the case of a Participant
whose vested portion of his Accounts exceeds $500,000 (as adjusted by legislation or
for cost-of-living increases), five (5) years plus one (1) additional year (not exceeding five
(5) additional years) for each $100,000 (or fraction of $100,000) (as adjusted by legislation
or for cost-of-living increases) by which the vested portion of his Accounts exceeds
$500,000 (as adjusted by legislation or for cost-of-living increases).






	7.10	 	ESOP Dividend Distributions.






	 	(a)	 	A Participant, or if the Participant has died, his
Beneficiary, may elect to have dividends on Corporation Stock allocated
to the Participant’s Accounts distributed to him under this Section.
Dividends retained in the Trust under this Section shall be invested as
directed under Section 3.8. Notwithstanding both the dollar amount (if any) of any
election under this Section and the preceding provisions of this Section, the amount
actually paid under this Section shall not exceed the lesser of (i) the electing
Participant’s share of the dividends subject to such election and (ii) his
balance in his Accounts at the time of payment. A dividend payment shall not
be made to a Participant or Beneficiary whose qualified domestic
relations order is pending approval by the Plan Administrator.
	 
	 	(b)	 	Notwithstanding subsection 7.10(a) above, a Participant may
affirmatively elect prior to the ex-dividend date to have 100% of the dividends paid to
the Trust on Corporation Stock allocated to such Participant’s
Accounts, distributed to him on or after the dividend payment date. A
Participant’s election to receive such dividends allocated to his
Accounts becomes irrevocable as of 11:59 p.m. (Central Time) on the day prior
to the ex-dividend date related to such dividend. An election under this subsection
shall remain in effect for each subsequent dividend payment as long as a
Participant is eligible to receive a distribution or, if earlier, until changed
by the Participant.
	 
	 	(c)	 	Notwithstanding any other provisions of Section 7.1, a Participant
shall be fully vested in any dividends paid to the Trust on Corporation
Stock, on or after January 1, 2001, and shall be entitled to receive a distribution
of the entire amount of such dividends allocated to his Accounts in accordance
with Section 7.7.






	7.11	 	Direct Rollovers. Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a distributee’s election under this Section, a distributee may
elect, at the time and in the manner prescribed by the Committee, to have any portion of an
eligible rollover distribution paid directly to a single eligible retirement plan specified by
the distributee in a direct rollover.
	 
	 	 	For purposes of this Section, the following definitions shall apply:




36









 















	 	(a)	 	An “eligible rollover distribution” is any distribution of all or any portion
of the balance to the credit of the distributee, except that an eligible rollover
distribution does not include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made for the
life (or life expectancy) of the distributee and the distributee’s designated
beneficiary, or for a specified period of ten years of more; any distribution to the
extent that such distribution is required under Code section 401(a)(9); and any
hardship distribution described in section 401(k)(2)(B)(i)(IV) of the Code.
	 
	 	(b)	 	An “eligible retirement plan” is an individual retirement account described in
Code section 408(a), an individual retirement annuity described in Code
section 408(b), an annuity plan described in Code section 403(a), or a
qualified trust described in Code section 401(a), an annuity contract described
in Code section 403(b), or an eligible plan under Code section 457(b) which is
maintained by an employer described in Code section 457(e)(1)(A) and which agrees to
separately account for amounts transferred into such plan from this Plan. However,
in the case of a nonspouse designated beneficiary of the Participant, an eligible
retirement plan is limited to an individual retirement plan as described in section
402(c)(8)B(i) or (ii) of the Code established for the purpose of receiving the
distribution.
	 
	 	(c)	 	A “distributee” includes a Participant. The Participant’s
surviving spouse and the Participant’s spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as defined in Code
section 414(p), are distributees with regard to the interest of the spouse or former
spouse. The nonspouse designated beneficiary of a deceased Employee as defined in Code
section 402(c)(11).
	 
	 	(d)	 	A “direct rollover” is a payment by the Plan to the eligible retirement
plan specified by the distributee. For a nonspouse designated beneficiary, the payment
must be a direct trustee-to-trustee transfer.






	 	 	This Section shall not be construed to alter any of the requirements for distributions or
withdrawals under the remaining provisions of this Article VII and the provisions of Article
VIII.
	 
	7.12	 	Limitations on Distribution of Before-Tax Contributions. Notwithstanding any other
provision of the Plan to the contrary, Before-Tax Contributions and earnings thereon
(except for the withdrawal of earnings provided under subsection 8.3(b)) shall not be
distributed before one of the following events:






	 	(a)	 	the Eligible Employee’s death, disability, or severance from
employment, as provided under Code section 401(k) and applicable regulations;
	 
	 	(b)	 	the Eligible Employee’s attainment of age 591/2 or the Eligible
Employee’s hardship, as provided under Code section 401(k) and applicable
regulations;
	 
	 	(c)	 	the termination of the Plan without the establishment or maintenance of
a successor plan, as provided under Code section 401(k) and applicable
regulations;




37









 














	7.13	 	Tecnol 401(k) Plan Benefit. The vested account balance (“Tecnol Account”) of each
remaining participant (the “Tecnol Participant”) in the Tecnol Medical Products, Inc. Employee
401(k) Capital Accumulation Plan (the “Tecnol 401(k) Plan”) shall be transferred to this
Plan. Such amount representing pre-tax 401(k) contributions shall be transferred to
and held in the Before-Tax Contribution section of the Employee Account, and
all other amounts shall be transferred to and held in a rollover account like the KCTC
Heritage Rollover Account.
	 
	 	 	Such Tecnol Account shall be invested according to the Tecnol Participant’s existing
elections under the Tecnol 401(k) Plan in the Money Market Fund (for amounts transferred
from the Fidelity Retirement Government Money Market Portfolio in the Tecnol 401(k) Plan),
the Medium-Term Managed Fund (for amounts transferred from the Fidelity Asset Manager
Portfolio and Fidelity Puritan Fund in the Tecnol 401(k) Plan), the Stock Index Fund (for
amounts transferred from the Fidelity Contrafund in the Tecnol 401(k) Plan), and the
International Index Fund (for amounts transferred from the Fidelity Overseas Fund in the
Tecnol 401(k) Plan), subject to reallocation by the Tecnol Participant pursuant to Section
3.8 hereof.
	 
	 	 	The Tecnol Participant who is not otherwise eligible under the Plan shall participate in the
Plan hereunder only to the extent of his Tecnol Account, and shall not be eligible to make
Before-Tax Contributions or After-Tax Contributions under Article III or to
receive Company Matching Contributions under Article IV by reason of such transfer.
The Tecnol Participant may request a distribution of his Tecnol Account in the Plan in
accordance with the applicable provisions of this Article VII and Article VIII.






	7.14	 	Tecnol ESOP Benefit. The vested account balance (“Tecnol Account”) of the remaining
two participants (the “Tecnol Participant”) in the Tecnol Medical Products, Inc. Employee
Stock Ownership Plan (the “Tecnol ESOP”) shall be transferred to this Plan and held in a
rollover account. Such Tecnol Accounts shall be invested in the Money Market Fund
upon transfer, subject to reallocation by the Tecnol Participant pursuant to Section 3.8
hereof. The Tecnol Participants shall participate in the Plan hereunder only to the
extent of their respective Tecnol Accounts, and shall not be eligible to make Before-Tax
Contributions or After-Tax Contributions under Article III or to receive
Company Matching Contributions under Article IV by reason thereof. The Tecnol
Participants may request a distribution of their Tecnol Accounts in the Plan at any
time in accordance with the applicable provisions of this Article VII.






	7.15	 	Kimberly-Clark Printing Technology Benefit. Notwithstanding any other provision of
the Plan, if a Participant’s employment with an Employer is terminated, he
shall be fully vested in his Accounts and shall be entitled to receive a distribution
of the entire amount then in his Accounts in accordance with Section 7.5 if such
Participant meets all of the following conditions:






	 	(a)	 	immediately prior to his termination of employment he must have been (i) an
Employee of Kimberly-Clark Printing Technology, Inc.; and
	 
	 	(b)	 	such termination of employment must be involuntary on the part of the
Participant and be caused solely by the sale of Kimberly-Clark Printing
Technology, Inc. to Sensient Technologies Corp.




38









 












ARTICLE VIII




WITHDRAWALS AND LOANS





	8.1	 	Regular Withdrawals. A Participant, subject to the conditions stated below,
may make the following Regular Withdrawals:






	 	(a)	 	Such amounts as the Participant may elect from the After-Tax
Contribution section of his Accounts; provided, such amounts (disregarding
earnings and losses) have been in the Plan for at least 24 months;
	 
	 	(b)	 	Such amounts as a Participant may elect from his Employer
Accounts, provided such amounts are vested and such amounts (disregarding earnings
and losses) have been in the Plan for at least 24 months; and
	 
	 	(c)	 	Such amounts as the Participant may elect from his Rollover
Account.






	 	Regular Withdrawals for any Participant are limited to four (4) per calendar year.
	 
	 	
Any Participant not otherwise described above shall not be eligible to make
withdrawals from his Employer Accounts.






	8.2	 	Over Age 591/2 Withdrawals. A Participant who has attained age 591/2 may
withdraw such amounts as he may elect from the Before-Tax Contributions sections of
his Accounts.
	 
	8.3	 	Hardship Withdrawals.






	 	(a)	 	Upon the application of any Participant who has not attained age 591/2,
the Committee, in accordance with its uniform nondiscriminatory rules, may
permit such Participant to withdraw all or a portion (subject to subsection (b)
below) of the amount in the Before-Tax Contributions section of his
Accounts if the Participant is able to demonstrate financial hardship
and provided, however, that all amounts available as Regular Withdrawals described in
Section 8.1 shall first be withdrawn. A Participant shall be considered to
have demonstrated financial hardship only if the Participant demonstrates that
the purpose of the withdrawal is to meet his immediate and heavy financial needs, the
amount of the withdrawal does not exceed such financial needs, and the amount of the
withdrawal is not reasonably available from other resources. A Participant
making application under this Section 8.3 shall have the burden of demonstrating a
financial hardship to the Committee, and the Committee shall not permit
withdrawal under this subsection without first receiving such proof.
	 
	 	 	 	The Participant will be deemed to have demonstrated that the purpose of the
withdrawal is to meet his immediate and heavy financial needs only if he represents
that the distribution is on account of:






	 	(i)	 	medical expenses (as described in Code section 213(d))
incurred by the Participant, his spouse, or any of his dependents, or
necessary for such persons to obtain medical care;




39









 














	 	(ii)	 	the purchase (excluding mortgage payments) of a principal
residence for the Participant;
	 
	 	(iii)	 	the construction of a primary residence for the
Participant, including the purchase of land for that purpose;
	 
	 	(iv)	 	structural living additions to the Participant’s
primary residence or major structural repairs to the Participant’s
primary residence necessary to maintain its value;
	 
	 	(v)	 	the payment of tuition, related educational fees, and room and
board expenses for the next 12 months of post-secondary education for the
Participant, his spouse, children, or dependents;
	 
	 	(vi)	 	the payment of legal fees, fines, penalties, levies,
garnishments, court actions and tax assessments;
	 
	 	(vii)	 	the payment of past due child support;
	 
	 	(viii)	 	the payment of expenses incurred as the result of adopting a child;
	 
	 	(ix)	 	payments necessary to prevent eviction from or foreclosure on
the Participant’s principal residence or the mortgage on that
residence;
	 
	 	(x)	 	the payment of burial or funeral expenses for the Participant’s
deceased parent, spouse, children or dependents;
	 
	 	(xi)	 	the payment of past due bills necessary to meet the
Participant’s financial obligations due to financial insolvency, heavy
debt load, or changes in the Participant’s financial circumstances;
	 
	 	(xii)	 	the payment of expenses to repair damage to a Participant’s
principal residence, provided that the expense would qualify for the casualty
deduction under Code section 165 (determined without regard to whether the loss
exceeds 10% of gross income); or
	 
	 	(xiii)	 	any other condition determined by the Committee pursuant to its
uniform Committee Rules to represent a financial hardship.






	 	(b)	 	Moreover, the Participant will be deemed to have demonstrated that
the amount of the withdrawal is unavailable from his other resources and in an amount
not in excess of that necessary to satisfy his immediate and heavy financial needs
only if each of the following requirements is satisfied:






	 	(i)	 	the Participant represents that the distribution is not
in excess of the amount of his immediate and heavy financial needs, except that
the withdrawal may include any amounts necessary to pay any federal, state, or
local income taxes or penalties reasonably anticipated to result from the
withdrawal; and




40









 













	 	(ii)	 	the Participant has obtained all currently available
distributions, including employee stock ownership plan distributions and
dividends under Code section 404(k) (but not hardship distributions), and all
nontaxable loans currently available to him under all other qualified and
nonqualified deferred compensation plans currently maintained by an
Employer.






	 	 	 	In the event of any withdrawal by a Participant pursuant to this Section
8.3, such Participant’s Contributions under this
 Plan and his
contributions under all other qualified and nonqualified deferred compensation plans
maintained by an Employer shall be suspended for a period of 6 months
following such withdrawal.
	 
	 	(c)	 	No hardship withdrawal shall exceed the balance then credited to the
Participant’s Before-Tax Contributions section of his Accounts
(or, if less, the Current Market Value thereof) nor shall any withdrawal
include earnings on such Contributions after December 31, 1988.






	8.4	 	Distribution of Withdrawals.






	 	(a)	 	Regular Withdrawals and Over Age 59-1/2 Withdrawals. Regular
Withdrawals and Over Age 59-1/2 Withdrawals shall be permitted as of any Valuation
Date following Timely Notice. A distribution of a withdrawal shall be made
as soon as practicable after the withdrawal request or such other time as specified by
Committee rule. A Participant who is entitled to receive a Regular
Withdrawal or an Over Age 59-1/2 Withdrawal may on Timely Notice elect to
receive such distribution in the form of an All Stock Distribution, a Stock
and Cash Distribution or an All Cash Distribution.
	 
	 	(b)	 	Hardship Withdrawals. If a Participant’s application for a
hardship withdrawal is approved, the effective date for such withdrawal shall be the
Valuation Date coincident with or immediately following such approval. If the
Participant’s application for a hardship withdrawal is denied and, on appeal,
subsequently approved, the effective date for such withdrawal shall be the
Valuation Date coincident with or immediately following the date of the
Committee’s decision on the appeal. Hardship withdrawals will be made only in
the form of an All Cash Distribution.






	8.5	 	Miscellaneous.






	 	(a)	 	Notwithstanding anything in this Article VIII to the contrary, the withdrawal
and loan provisions of this Article VIII shall not apply for Terminated
Participants or Participants whose qualified domestic relations order is
pending approval by the Plan Administrator.
	 
	 	(b)	 	In the event of the death of a Participant on or after the
Valuation Date with respect to which the Participant has elected to
make a withdrawal, but prior to the actual distribution thereof, and if the
Committee has notice of the Participant’s death prior to such
distribution, then such distribution shall be made to the Participant’s
Beneficiary by the same method as it would have been made to the
Participant but for his death.




41









 












	 	(c)	 	No withdrawal shall be made directly from the Self-Directed Brokerage Account.
A withdrawal of funds allocated to the Self-Directed Brokerage Account must
first be transferred or reallocated to the Participant’s or Beneficiary’s Accounts in
one or more of the Core Investment Funds.






	8.6	 	Waiver of Right to Withdraw. A Participant who is on an assignment outside
of the United States may waive his right to make a withdrawal pursuant to this Article VIII.
Any such waiver shall be in writing, in a form acceptable to the Committee and signed
by the Participant, and shall be irrevocable. The duration of a waiver hereunder may
be for a stated period or until the occurrence of a specified event, at the election of the
Participant, but in absence of such an election the waiver shall expire upon
termination or completion of the Participant’s assignment outside the United States.






	8.7	 	Participant Loans. For purposes of this Section 8.7, “Participant” shall
mean a Participant who is a “party in interest” as defined in ERISA section
3(14). Loans shall be available to Participants on a reasonably equivalent basis on
the following conditions:






	 	(a)	 	A Participant may, on Timely Notice, request a loan from the
Plan under the following terms and conditions, provided that such
Participant may not request a loan from the Plan if the
Participant has an outstanding loan (whether such outstanding loan has become a
deemed distribution under Code section 72(p)) from the Plan at the time of such
request. Also, a new loan may not be requested until two weeks after the outstanding
loan has been paid in full.
	 
	 	(b)	 	Loan amounts shall be at least $1,000 and shall not exceed the lesser of (i)
50% of Before-Tax Contributions section of the Participant’s
Account as of the date of the loan request, less any amounts payable for
pending withdrawal or (ii) $50,000 (reduced by the highest outstanding loan balance
under the Plan during the one-year period ending on the day before the date on
which the loan is made). Loans under any other qualified plan sponsored by the
Employer or an Affiliated Employer shall be aggregated with loans under
the Plan in determining whether or not the limitation stated herein has been
exceeded. Loan amounts shall be taken from the Before-Tax Contributions
section of the Participant’s Accounts.
	 
	 	(c)	 	Loans shall be classified as either a General Purpose Loan or a Primary
Residence Loan.






	 	(i)	 	A General Purpose Loan may be requested on Timely
Notice for any purpose other than for the purchase of a primary residence
for the Participant. General Purchase Loans shall be for a term not to
exceed 4 years from the date of the loan.
	 
	 	(ii)	 	A Primary Residence Loan may be requested on Timely
Notice for the purchase (excluding mortgage payments) or construction of a
Participant’s primary residence and may be made only upon receipt of
proper documentation from the Participant. Primary Residence Loans
shall be for a term not to exceed 10 years from the date of the loan.






	 	(d)	 	Loans shall be nonrenewable and nonextendable. Loans shall be repaid, through
payroll deduction. Partial manual repayments are not permitted.




42









 













	(e)	 	Loans shall be repaid (principal and interest) in periodic payments (not less
frequently than quarterly) with substantially level amortization required over the term
of the loan; provided, however, that a Participant with an outstanding loan who
is on an unpaid leave of absence, or qualified military service pursuant to Code
section 414(u)(4), the loan payments are automatically suspended at the commencement of
such leave of absence, for a period that is the lesser of (i) the period of the leave
of absence or (ii) 12 months (or such longer period that may apply under Code
section 414(u)). The loan payments (including interest that accrues during the
leave of absence or military service for periods later than the cure period) will
automatically begin upon the return from unpaid leave of absence or military service
with the amount of such periodic payments to be at a level amortization over the
remaining period of the loan extended for the period of leave not longer than 1 year or
the period pursuant to Code section 414(u)(4). However, the loan must be
repaid by the latest date permitted under Code section 72(p)(2)(B) and the
amount of the installments due after the leave ends (or, if earlier, after the first
year of the leave or such longer period as may apply under Code section 414(u))
must not be less than the amount required under the terms of the original loan. For
loans whose term would pass the latest date permitted, the amount of the loan will be
reamortized to be paid by the latest date permitted under Code section
72(p)(2)(B). Notwithstanding the foregoing, loan payments will be suspended under this
Plan as required under Code section 414(u)(4). Also notwithstanding
the foregoing, a Participant whose Contributions are suspended pursuant
to Section 3.6 may not elect to suspend his loan repayments.
	 
	(f)	 	Loans may be prepaid in full at any time without penalty. Partial prepayments
shall be not be permitted.
	 
	(g)	 	Each Participant receiving a loan hereunder shall receive a statement
reflecting the charges involved in each transaction, including the dollar amount and
annual interest rate of the finance charges.
	 
	(h)	 	All loans hereunder shall be considered investments of a segregated account of
the Trust directed by the borrower. All loans shall be secured by up to 50% of
the vested portion of the Participant’s Accounts, less any portion of
the Participant’s Account which has been assigned to an alternate payee
under a qualified domestic relations order, to the extent necessary to secure the
outstanding loan amount and applied first to the Before-Tax Contributions
section of the Participant’s Accounts. No additional security shall be
permitted.
	 
	(i)	 	Interest shall be charged at a rate determined by the Committee and
shall be determined with regard to interest rates currently being charged on similar
commercial loans by persons in the business of lending money.
	 
	(j)	 	Any loan made to a Participant hereunder shall be evidenced by a
promissory note which shall be executed by the Participant in such manner and
form as the Committee shall determine. Such promissory note shall contain the
irrevocable consent of the Participant to payroll deductions.




43









 













	(k)	 	Fees chargeable in connection with a Participant’s loan may be charged, in
accordance with a uniform and nondiscriminatory policy established by the
Committee, against the Participant’s Account to whom the loan
is granted.
	 
	(l)	 	All loans shall be made from the Before-Tax Contributions section of
the Participant’s Accounts and pro rata from the Core Investment
Fund in which the Before-Tax Contributions section of such
Participant’s Account are then invested. If the requested loan amount
exceeds the amount available in the Participant’s Core Investment Fund
Accounts, the Participant shall be required to transfer the remainder from the
Self-Directed Brokerage Account into one or more of the Core Investment Funds before
the loan will be issued.
	 
	(m)	 	Loan repayments to the Plan by the Participant shall be made on
an after-tax basis and shall be allocated to the Before-Tax Contributions
section of the Participant’s Account in the Investment Funds in
the proportion that Before-Tax Contributions section such Account is
represented and shall be invested in the Investment Funds on the basis of the
Participant’s investment election under Section 3.4 in effect at the time of
such loan repayment.
	 
	(n)	 	In the event that the Participant fails to make any required loan
repayment before a loan is repaid in full, the unpaid balance of the loan, with
interest due thereon, shall become immediately due and payable, unless the
Committee determines otherwise. In the event that a loan becomes immediately
due and payable (in “default”) pursuant to this Section 8.7, the Participant
(or his Beneficiary, if the Beneficiary is the surviving spouse, in the
event of the Participant’s death) may satisfy the loan by paying the
outstanding balance in full within such time as may be specified by the
Committee in a uniform and nondiscriminatory manner. Otherwise, any such
outstanding loan shall be deducted from the portion of the Participant’s vested
Accounts (first from the Before-Tax Contributions section of his
Accounts) before any benefit which is or becomes payable to the
Participant or his Beneficiary is distributed. In the case of a
benefit which becomes payable to the Participant or his Beneficiary
pursuant to Article 7 (or would be payable to the Participant or
Beneficiary but for such individual’s election to defer the receipt of
benefits), the deduction described in the preceding sentence shall occur on the
earliest date following such default on which the Participant or
Beneficiary could receive payment of such benefit, had the proper application
been filed or election been made, regardless of whether or not payment is actually made
to the Participant or Beneficiary on such date. In the case of a
benefit which becomes payable under any other provision, the deduction shall occur on
the date such benefit is paid. The Committee shall also be entitled to take
any and all other actions necessary and appropriate to enforce collection of the
outstanding balance of the loan. Failure of the Committee to strictly enforce
Plan rights with respect to a default on a Plan loan shall not
constitute a waiver of such rights.
	 
	(o)	 	The outstanding loan balance or balances of a KCTC Heritage Employee
under the KCTC Investment Plan shall be transferred to, and repayment made to,
this Plan effective as of January 1, 1997, and shall be subject to the terms of
this Plan to the extent not inconsistent with the terms of the outstanding
loan; provided, however, that a KCTC Heritage Employee whose loan is
transferred to this Plan with past due loan payments shall have an extended
grace period, as determined by the Committee, in which to avoid default under
this Section 8.7,




44









 











provided the total grace period under this Plan and the KCTC Investment
Plan does not exceed the time period as provided under the final Treasury
Regulations issued under Code section 72(p). Such outstanding loan balance
shall be taken into account for all purposes under this Section 8.7.




45









 








ARTICLE IX




BENEFITS ADMINISTRATION COMMITTEE





	9.1	 	Membership. The Committee shall consist of at least three persons who shall
be officers or directors of the Corporation or Eligible Employees. Members of
the Committee shall be appointed from time to time by, and shall serve at the pleasure
of, the Chief Human Resources Officer of the Corporation. The Chief Human Resources
Officer shall appoint one of the members of the Committee to serve as chairman. If
the Chief Human Resources Officer does not appoint a chairman, the Committee, in its
discretion, may elect one of its members as chairman. The Committee shall not receive
compensation for its services. Committee expenses shall be paid by the
Corporation.






	9.2	 	Powers. The Committee shall have all such powers as may be necessary to
discharge its duties hereunder, including, but not by way of limitation, the power to construe
or interpret the Plan, to determine all questions of eligibility hereunder, to determine the
method of payment of any Accounts hereunder, to adopt rules relating to the giving of
Timely Notice, and to perform such other duties as may from time to time be delegated
to it by the Chief Human Resources Officer of the Corporation. The Committee
may prescribe such forms and systems and adopt such rules and actuarial methods and tables as
it deems advisable. It may employ such agents, attorneys, accountants, actuaries, medical
advisors, or clerical assistants (none of whom need be members of the Committee) as it
deems necessary for the effective exercise of its duties, and may delegate to such agents any
power and duties, both ministerial and discretionary, as it may deem necessary and
appropriate.






	9.3	 	Procedures. A majority of the Committee members shall constitute a quorum.
The Committee may take any action upon a majority vote at any meeting at which a
quorum is present, and may take any action without a meeting upon the unanimous written
consent of all members. All action by the Committee shall be evidenced by a
certificate signed by the chairman or by the secretary to the Committee. The
Committee shall appoint a secretary to the Committee who need not be a member
of the Committee, and all acts and determinations of the Committee shall be
recorded by the secretary, or under his supervision. All such records, together with such
other documents as may be necessary for the administration of the Plan, shall be preserved in
the custody of the secretary.






	9.4	 	Rules and Decisions. All rules and decisions of the Committee shall be
uniformly and consistently applied to all Eligible Employees and Participants
under this Plan in similar circumstances and shall be conclusive and binding upon all persons
affected by them. The Committee shall have absolute discretion in carrying out its
duties under the Plan.






	9.5	 	Authorization of Payments. Subject to the provisions hereof, it shall be the duty of
the Committee to furnish the Trustee with all facts and directions necessary
or pertinent to the proper disbursement of the Trust funds.






	9.6	 	Books and Records. The records of the Employers shall be conclusive evidence
as to all information contained therein with respect to the basis for participation in the
Plan and for the calculation of Contributions and Company Matching
Contributions.




46









 













	9.7	 	Perpetuation of the Committee. In the event that the Corporation shall for
any reason cease to exist, then, unless the Plan is adopted and continued by a successor, the
members of the Committee at that time shall remain in office until the final
termination of the Trust, and any vacancies in the membership of the Committee
caused by death, resignation, disability or other cause, shall be filled by the remaining
member or members of the Committee.
	 
	9.8	 	Claim Procedure. The Committee shall establish a procedure for handling all
claims by all persons. In the event any claim is denied, the Committee shall provide
a written explanation to the person stating the reasons for denial in accordance with the
applicable regulations issued by the U.S. Department of Labor.
	 
	9.9	 	Allocation or Reallocation of Fiduciary Responsibilities. The Named
Fiduciary may allocate powers and responsibilities not specifically allocated by the Plan,
or reallocate powers and responsibilities specifically allocated by the Plan, to designated
persons, partnerships or corporations other than the Committee, and the members of the
Committee may allocate their responsibilities under the Plan among themselves. Any
such allocation, reallocation, or designation shall be in writing and shall be filed with and
retained by the secretary of the Committee with the records of the Committee.
Notwithstanding the foregoing, no reallocation of the responsibilities provided in the
Trust to manage or control the Trust assets shall be made other than by an
amendment to the Trust.
	 
	9.10	 	Plan Administrator. The Corporation shall be the Plan Administrator as
described in ERISA.
	 
	9.11	 	Service of Process. The Corporation shall be the designated recipient of
service of process with respect to legal actions regarding the Plan.




47









 













ARTICLE X




AMENDMENT AND TERMINATION





	10.1	 	Amendment and Termination. While it is intended that the Plan shall continue in
effect indefinitely, the Board may from time to time modify, alter or amend the Plan
or the Trust, and may at any time order the temporary suspension or complete
discontinuance of Company Matching Contributions or may terminate the Plan, provided,
however, that






	 	(i)	 	no such action shall make it possible for any part of the
Trust assets (except such part as is used for the payment of expenses)
to be used for or diverted to any purpose other than for the exclusive benefit
of Participants or their Beneficiaries;
	 
	 	(ii)	 	no such action shall adversely affect the rights or interests
of Participants theretofore vested under the Plan; and
	 
	 	(iii)	 	in the event of termination of the Plan or complete
discontinuance of Company Matching Contributions hereunder, all rights
and interests of Participants not theretofore vested shall become
vested as of the date of such termination or complete discontinuance.






	 	 	
Any action permitted to be taken by the Board under the foregoing provision
regarding the modification, alteration or amendment of the Plan or the Trust may be
taken by the Chief Human Resources Officer of the Corporation, using its
prescribed procedures, if such action







	 	(1)	 	is required by law,
	 
	 	(2)	 	is required by collective bargaining, or
	 
	 	(3)	 	is estimated not to increase the annual cost of the Plan by more than
$5,000,000, or
	 
	 	(4)   is estimated not to increase the annual cost of the Plan by more than
$25,000,000, provided such action is approved and duly executed by the Chief
Executive Officer of the Corporation.








	 	 	
Any action taken by the Board or Chief Human Resources Officer shall be made
by or pursuant to a resolution duly adopted by the Board or Chief Human
Resources Officer and shall be evidenced by such resolution or by a written instrument
executed by such persons as the Board or Chief Human Resources Officer shall
authorize for such purpose.


	 
	 	 	
The Chief Human Resources Officer shall report to the Chief Executive Officer of the
Corporation before January 31 of each year all action taken by it hereunder during
the preceding calendar year.






48









 




However, nothing herein shall be construed to prevent any modification, alteration or
amendment of the Plan or of the Trust which is required in order to comply with any
law relating to the establishment or maintenance of the Plan and Trust, including
but not limited to the establishment and maintenance of the Plan or Trust as a
qualified employee plan or trust under the Code, even though such modification,
alteration, or amendment is made retroactively or adversely affects the rights or interests
of a Participant under the Plan.




49









 








ARTICLE XI




MISCELLANEOUS





	11.1	 	Non-Guarantee of Employment. Nothing contained in this Plan shall be construed as a
contract of employment between an Employer and a Participant, or as a right of
any Participant to be continued in the employment of his Employer, or as a
limitation of the right of an Employer to discharge any Participant with or
without cause.






	11.2	 	Rights to Trust Assets. No Participant or any other person shall have any
right to, or interest in, any part of the Trust assets upon termination of his
employment or otherwise, except as provided from time to time under this Plan, and then only
to the extent of the amounts due and payable to such person out of the assets of the
Trust. All payments as provided for in this Plan shall be made solely out of the
assets of the Trust and neither the Employers, the Trustee, nor any
member of the Committee shall be liable therefor in any manner.
	 
	 	 	The Employers shall have no beneficial interest of any nature whatsoever in any
Employer Contributions after the same have been received by the
Trustee, or in the assets, income or profits of the Trust, or any part
thereof, except to the extent that forfeitures as provided in the Plan shall be applied to
reduce the Employer Contributions.






	11.3	 	Disclaimer of Liability. Neither the Trustee, the Employers, nor any
member of the Committee shall be held or deemed in any manner to guarantee the funds
of the Trust against loss or depreciation.






	11.4	 	Non-Recommendation of Investment. The availability of any security hereunder shall
not be construed as a recommendation to invest in such security. The decision as to the
choice of investment of Contributions must be made solely by each Participant,
and no officer or employee of the Corporation or the Trustee is authorized to
make any recommendation to any Participant concerning the allocation of
Contributions hereunder.






	11.5	 	Indemnification of Committee. The Employers shall indemnify the
Committee and each of its members and hold them harmless from the consequences of
their acts or conduct in their official capacity, including payment for all reasonable legal
expenses and court costs, except to the extent that such consequences are the result of their
own willful misconduct or breach of good faith.






	11.6	 	Selection of Investments. The Trustee shall have the sole discretion to
select investments for the various funds provided for herein even though the same may not be
legal investments for trustees under the laws applicable thereto.






	11.7	 	Non-Alienation. Except as otherwise provided herein, no right or interest of any
Participant or Beneficiary in the Plan and the Trust shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, attachment, garnishment, execution, levy, bankruptcy, or any other disposition of any
kind, either voluntary or involuntary, prior to actual receipt of payment by the person
entitled to such right or interest under the provisions hereof, and any such disposition or
attempted disposition shall be void.




50









 














	11.8	 	Facility of Payment. If the Committee has notice that a Participant
entitled to a distribution hereunder, or his Beneficiary, is incapable of caring for
his own affairs, because of illness or otherwise, the Committee may direct that any
distribution from such Participant’s Accounts may be made, in such shares as
the Committee shall determine, to the spouse, child, parent or other blood relative of
such Participant, or his Beneficiary, or any of them, or to such other person
or persons as the Committee may determine, until such date as the Committee
shall determine that such incapacity no longer exists. The Committee shall be under
no obligation to see to the proper application of the distributions so made to such person or
persons, and any such distribution shall be a complete discharge of any liability under the
Plan to such Participant, or his Beneficiary, to the extent of such
distribution.
	 
	11.9	 	Allocation in the Event of Advance Contributions. In the event that the
Employer’s tax deduction with respect to amounts contributed to the Plan pursuant to
Articles III and IV for the months in the final quarter of a Plan Year results in such
amounts being deemed advanced contributions of the Employer with respect to the
taxable year of the Employer ending within such Plan Year, such amounts shall
be considered allocated pursuant to Articles III and IV, as applicable, as of the last day of
such taxable year.
	 
	11.10	 	Action by a Committee of the Board. Any action which is required or permitted to be
taken by the Board under the Plan may be taken by the Compensation Committee of the
Board or any other duly authorized committee of the Board designated under the
By-Laws of the Corporation.
	 
	11.11	 	Qualified Domestic Relations Orders. Anything in this Plan to the contrary
notwithstanding:






	 	(a)	 	Alternate Payee’s Accounts. An alternate payee under a domestic
relations order determined by the Corporation to be a qualified domestic
relations order (as defined in Code section 414(p)) shall have established and
maintained for him separate Accounts similar to the Accounts of the
Participant specified in the qualified domestic relations order. The alternate
payee’s Accounts shall be credited with his interest in such
Participant’s Accounts, as determined under the qualified domestic
relations order. Notwithstanding the foregoing, if the amount allocated to the
alternate payee exceeds the amount available in the Participant’s Core
Investment Fund Accounts, the Participant shall be required to
transfer the remainder from the Self-Directed Brokerage Account into one or
more of the Core Investment Funds prior to the date the funds are transferred
to the alternate payee’s separate Accounts. Except to the extent specifically
provided by the qualified domestic relations order, no amount of the non-vested
portion, if any, of the Participant’s Employer Accounts shall be
credited to the alternate payee’s Accounts. Subsection 6.2(c) and Sections
6.3, 6.4, and 6.5 shall apply to the alternate payee’s Accounts as if the
alternate payee were a Participant.
	 
	 	(b)	 	Investment of Alternate Payee’s Accounts. An alternate payee may on
Timely Notice elect to reallocate or transfer all or any percentage portion of
any of his Employee Accounts or Employer Accounts or both, consistent
with subsection 6.1(a). An alternate payee’s interest arising from this reallocation
shall be invested in the Investment Funds in accordance with the alternate
payee’s directions. For purposes of subsection 6.1(b), any such reallocation shall be
treated as a reallocation in accordance with subsection 6.1(a).




51









 













	 	(c)	 	Alternate Payee’s Beneficiary. Except to the extent otherwise provided
by the qualified domestic relations order relating to an alternate payee:






	 	(i)	 	the alternate payee may designate on Timely Notice a
beneficiary,
	 
	 	(ii)	 	if no such person is validly designated or if the designated
person predeceases the alternate payee, the beneficiary of the alternate payee
shall be his estate, and
	 
	 	(iii)	 	the beneficiary of the alternate payee shall be accorded under
the Plan all the rights and privileges of the Beneficiary of a
Participant.






	 	(d)	 	Distribution to Alternate Payee. An alternate payee shall be entitled
to receive a distribution from the Plan in accordance with the qualified domestic
relations order relating to the alternate payee. Such distribution may be made only in
a method provided in Section 7.5 and shall include only such amounts as have become
vested; provided, however, that if a qualified domestic relations order so provides, a
Lump Sum Distribution or Partial Distribution of the total vested
amount credited to the alternate payee’s Accounts may be made to the alternate
payee before the date that the Participant specified in the qualified domestic
relations order attains his earliest retirement age (as defined in Code section
414(p)(4)(B)). A qualified domestic relations order may provide that until a
distribution is made to the alternate payee, the alternate payee may make withdrawals
in accordance with Article VIII as if the alternate payee were an employed
Participant; provided, however, that (i) hardship withdrawals from the portion
of the alternate payee’s Accounts attributable to the Before-Tax
Contributions section of the Accounts of the Participant specified
in the qualified domestic relations order shall not be available to an alternate payee
and (ii) no withdrawal suspension penalties shall be imposed on account of a withdrawal
by an alternate payee.
	 
	 	(e)	 	Vesting of Alternate Payee’s Accounts. In the event that the qualified
domestic relations order provides for all or part of the non-vested portion of the
Participant’s Employer Accounts to be credited to the Accounts
of the alternate payee, such amounts shall vest and/or be forfeited at the same time
and in the same manner as the Accounts of the Participant specified in
the qualified domestic relations order; provided, however, that no forfeiture shall
result to the Accounts of the alternate payee due to any distribution to or
withdrawal by the Participant from his Accounts or any distribution to
or withdrawal by the alternate payee from the vested portion of the Accounts of
the alternate payee.






	11.12	 	Compensation Limit. In addition to other applicable limitations which may be set
forth in the Plan and notwithstanding any other contrary provision of the Plan, compensation
taken into account under the Plan shall not exceed $200,000, as adjusted for increases in the
cost of living under Code sections 401(a)(17)(B) and 415(d).




52









 












ARTICLE XII




LIMITATIONS ON BENEFITS





	12.1	 	Definitions and Rules.






	 	(a)	 	Definitions. For purposes of Article XII, the following definitions
and rules of interpretation shall apply.






	 	(i)	 	“Annual Additions” to a Participant’s Accounts
under this Plan is the sum, credited to a Participant’s
Accounts for any Limitation Year, of:






	 	(A)	 	Company contributions,
	 
	 	(B)	 	forfeitures, if any, and
	 
	 	(C)	 	Participant Contributions.






	 	(ii)	 	“Annual Benefit” -






	 	(A)	 	A benefit which is payable annually in the form
of a straight life annuity under a defined benefit plan maintained by
the Company which is subject to the limitations of Code section
415. In the case of such a benefit which is not payable in the form of
a straight life annuity, the benefit will be adjusted in accordance
with subsection 12.1(a)(ii)(C) below.
	 
	 	(B)	 	When there is a transfer of assets or
liabilities from one qualified plan to another, the Annual Benefit
attributable to the assets transferred shall not be taken into account
by the transferee plan in applying the limitations of Code
section 415. The Annual Benefit payable on account of the transfer for
any individual that is attributable to the assets transferred will be
equal to the annual benefit transferred on behalf of such individual
multiplied by a fraction, the numerator of which is the value of the
total assets transferred and the denominator of which is the value of
the total liabilities transferred.
	 
	 	(C)	 	In the case of a retirement benefit under a
defined benefit plan subject to the limitations of Code section
415(b) which is in any form other than a straight life annuity, such
benefit will be adjusted to a straight life annuity beginning at the
same age which is the actuarial equivalent of such benefit in
accordance with applicable regulations and rules determined by the
Commissioner, but without taking into account:






	 	(1)	 	the value of a qualified joint
and survivor annuity (as defined in Code section
401(a)(11)(G)(iii) and the regulations thereunder) provided by a
defined benefit plan to the extent that such value exceeds the
sum of (a) the




53









 













	 	 	 	value of a straight life annuity beginning on the same date
and (b) the value of any post-retirement death benefits which
would be payable even if the annuity were not in the form of
a joint and survivor annuity,
	 
	 	(2)	 	the value of benefits that are
not directly related to retirement benefits (such as, but not
limited to, pre-retirement disability and death benefits), and
	 
	 	(3)	 	the value of benefits provided by
a defined benefit plan which reflect post-retirement
cost-of-living increases to the extent that such increases are
in accordance with Code section 415(d) and the
regulations thereunder.






	 	(D)	 	In the case of a retirement benefit beginning
before the Social Security Retirement Age under a defined benefit plan
subject to the limitations of Code section 415(b), such benefit
will be adjusted to the actuarial equivalent of a benefit beginning at
the Social Security Retirement Age in accordance with applicable
regulations and rules determined by the Commissioner, but this
adjustment is only for purposes of applying the dollar limitation
described in Code section 415(b)(1)(A) to the Annual Benefit of
the Participant.
	 
	 	(E)	 	If a Participant has less than 10 Years
of Vesting Service with the Company at the time the Participant
begins to receive retirement benefits under a defined benefit plan, the
benefit limitations described in Code section 415(b)(1) and (4)
are to be reduced by multiplying the otherwise applicable limitation by
a fraction, the numerator of which is the number of Years of Vesting
Service with the Company as of, and including, the current Limitation
Year, and the denominator of which is 10. For purposes of this
paragraph (E), Years of Vesting Service shall be determined in
accordance with such defined benefit plan.
	 
	 	(F)	 	In the case of a retirement benefit beginning
after the Social Security Retirement Age under a defined benefit plan
subject to the limitations of Code section 415(b), such benefit
will be adjusted to the actuarial equivalent of a benefit beginning at
the Social Security Retirement Age in accordance with applicable
regulations and rules determined by the Commissioner, but this
adjustment is only for purposes of applying the dollar limitation
described in Code section 415(b)(1)(A) to the Annual Benefit of
the Participant.
	 
	 	(G)	 	For purposes of this Section, the “Social
Security Retirement Age” shall mean the age used as the retirement age
under section 216(l) of the Social Security Act, applied without regard
to the age increase factor and as if the early retirement age under
section 216(l)(2) of the Social Security Act were 62.




54









 













	 	(iii)	 	“Company” — any corporation which is a member of a controlled
group of corporations (as defined in Code section 414(b) and modified
by Code section 415(h)) or an affiliated service group (as defined in
Code section 414(m)) which includes an Employer; any trades or
businesses (whether or not incorporated) which are under common control (as
defined in Code section 414(c) and modified by Code section
415(h)) with an Employer; or any other entity required to be aggregated
with an Employer pursuant to Code section 414(o).
	 
	 	(iv)	 	“Compensation” with respect to a Limitation Year -






	 	(A)	 	Compensation includes amounts actually paid or
made available to a Participant (regardless of whether he was
such during the entire Limitation Year);






	 	(1)	 	as wages, salaries, fees for
professional service, and other amounts received for personal
services actually rendered in the course of employment with the
Company including but not limited to commissions, compensation
for services on the basis of a percentage of profits and
bonuses;
	 
	 	(2)	 	for purposes of (i) above, earned
income from sources outside the United States (as defined in
Code section 911(b)); whether or not excludable from
gross income under Code section 911 or deductible under
Code section 913;
	 
	 	(3)	 	amounts described in Code
sections 104(a)(3), 105(a) and 105(h) but only to the extent
that these amounts are includable in the gross income of the
Participant;
	 
	 	(4)	 	amounts paid or reimbursed by the
Company for moving expenses incurred by the Participant,
but only to the extent that these amounts are not deductible by
the Participant under Code section 217;
	 
	 	(5)	 	value of a nonqualified stock
option granted to the Participant, but only to the
extent that the value of the option is includable in the gross
income of the Participant in the taxable year in which
granted;
	 
	 	(6)	 	the amount includable in the
gross income of a Participant upon making the election
described in Code section 83(b).






	 	(B)	 	excludes -






	 	(1)	 	amounts contributed to this
Plan by Employees on behalf of
Participants as Before-Tax Contributions (and
not recharacterized as After-Tax Contributions under
subsection 3.5(b)) and any amount which is contributed or
deferred by the Employer at the election of the
Employee




55









 












	 	 	 	under Code sections 125 or 132(f)(4); provided,
however that for Limitation Years beginning after December
31, 1997, such amounts shall be included as “Compensation”
with respect to such Limitation Year.
	 
	 	(2)	 	contributions made by the Company
to a plan of deferred compensation to the extent that, before
the application of the Code section 415 limitations to
that plan, the contributions are not includable in the gross
income of the Participant for the taxable year in which
contributed and any distributions from a plan of deferred
compensation, regardless of whether such amounts are includable
in the gross income of the Participant when distributed;
provided however, any amounts received by a Participant
pursuant to an unfunded nonqualified plan shall be considered as
Compensation in the year such amounts are includable in the
gross income of the Participant;
	 
	 	(3)	 	amounts realized from the
exercise of a nonqualified stock option, or recognized when
restricted stock (or property) held by a Participant
either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture pursuant to Code section
83 and the regulations thereunder;
	 
	 	(4)	 	amounts realized from the sale,
exchange or other disposition of stock acquired under a
qualified stock option;
	 
	 	(5)	 	other amounts which receive
special tax benefits such as premiums for group term life
insurance (but only to the extent that the premiums are not
includable in the gross income of the Participant); and
	 
	 	(6)	 	Compensation in excess of the
limit set forth in Section 11.12.





	 	
In lieu of the above definition of “Compensation,” effective for Plan
Years beginning after December 31, 1991, the following alternative
definitions of “Compensation” in (A) or (B) below may be applied with
respect to a Limitation Year, as determined by the Committee in its
discretion:








	 	(A)	 	Wages within the meaning of section 3401(a) of
the Code and all other payments of compensation to an
Employee by his Employer (in the course of the
Employer’s trade or business) for which the Employer is
required to furnish the Employee a written statement under
section 6041(d), 6051(a)(3), and 6052 of the Code, but
excluding amounts paid or reimbursed by the Employer for moving
expenses incurred by an Employee, but only to the extent that
at the time of the payment it is reasonable to believe that these
amounts are deductible by the Employee under section 217 of the
Code, and determined without regard to any rules under section




56









 












	 	 	 	3401(a) of the Code that limit the remuneration included in
wages based on the nature or location of the employment or the
services performed.
	 
	 	(B)	 	Wages within the meaning of section 3401(a) of
the Code (for purposes of income tax withholding at the source)
of the Participant but determined without regard to any rules
that limit the remuneration included in wages based on the nature or
location of the employment or the services performed.






	 	 	 	For Limitation Years beginning after December 31, 1997, “Compensation”
hereunder includes amounts contributed or deferred by the Employer
on behalf of the Employee under Code sections 125 or 401(k).
	 
	 	(v)	 	“Limitation Year” — a calendar year;
	 
	 	(vi)	 	“Maximum Permissible Amount” -
	 
	 	 	 	for a Limitation Year, with respect to any Participant, subject to
the extent permitted under subsection 3.2(a)(ii) of the Plan and
Code section 414(v), if applicable, the lesser of






	 	(A)	 	$40,000, as adjusted for increases in the cost
of living under Code section 415(d), or
	 
	 	(B)	 	100% of the Participant’s Compensation,
within the meaning of Code section 415(c)(3), for the Limitation Year.






	 	(vii)	 	“Projected Annual Benefit” — the Annual Benefit to which a
Participant would be entitled under a defined benefit plan maintained
by the Company on the assumptions that he or she continues employment until the
normal retirement age (or current age, if that is later) thereunder, that his
or her Compensation continues at the same rate as in effect for the Limitation
Year under consideration until such age, and that all other relevant factors
used to determine benefits under the Plan remain constant as of the
current Limitation Year for all future Limitation Years;






	 	(b)	 	Other Rule. For purposes of applying the limitations of Code
section 415(b), (c) and (e) applicable to a Participant for a particular
Limitation Year, all qualified defined contribution plans (without regard to whether a
plan has been terminated) ever maintained by the Company will be treated as part of
this Plan and all qualified defined benefit plans (without regard to whether a
plan has been terminated) ever maintained by the Company will be treated as one defined
benefit plan.






	12.2	 	Limits.






	 	(a)	 	Annual Addition Limit. The amount of the Annual Addition which may be
credited under this Plan to any Participant’s Accounts as of any
allocation date shall not exceed the Maximum Permissible Amount (based upon his
Compensation up to





57









 










such allocation date) reduced by the sum of any Annual Additions made to the
Participant’s Accounts under this Plan as of any preceding
allocation date within the Limitation Year. If an allocation date of this Plan
coincides with an allocation date of any other qualified defined contribution Plan
maintained by the Corporation, the amount of the Annual Additions which may
be credited under this Plan to any Participant’s Accounts as of such
date shall be an amount equal to the product of the amount to be credited under this
Plan without regard to this Section 12.2 multiplied by the lesser of 1.0 or a
fraction, the numerator of which is the amount described in this subsection (a) of
Section 12.2 during the Limitation Year and the denominator of which is the amount
that would otherwise be credited on this allocation date under all Plans without
regard to this Section 12.2. If contributions to this Plan by or on behalf of a
Participant are to be reduced as a result of this Section 12.2, such
reduction shall be effected by first reducing the Participant’s Retirement
Contributions under the Kimberly-Clark Corporation Retirement Contribution Plan, as
provided under that Plan; then, under this Plan, (i) any After-Tax
Contributions and corresponding Company Matching Contributions and (ii),
if and to the extent necessary, by proportionately reducing any Before-Tax
Contributions and corresponding Company Matching Contributions. If as a
result of a reasonable error in estimating a Participant’s Compensation or
due to a reasonable error in determining the amount of elective deferrals under
Code section 402(g)(3), or under the limited facts and circumstances which
the Commissioner finds justify the availability of the rules set forth in
this Section 12.2, the allocation of Annual Additions under the terms of the Plan
for a particular Participant would cause the limitations of Code
section 415 applicable to that Participant for the Limitation Year to be
exceeded, the excess amounts shall not be deemed to be Annual Additions in that
Limitation Year if they are treated as follows:





	 	(i)	 	The excess amounts in the Participant’s Account
consisting of Participant Contributions and
Contributions made on his behalf and any increment attributable thereto
shall be paid to the Participant as soon as administratively feasible.






	 	(ii)	 	The excess amounts in the Participant’s Account
consisting of Company Matching Contributions shall be used to reduce
Company Matching Contributions for the next Limitation Year (and
succeeding Limitation Years, as necessary) for all Participants in the
Plan.




58









 











ARTICLE XIII




MERGER



No merger or consolidation with or transfer of any assets or liabilities to any other plan after
September 2, 1974, shall be made unless, upon completion thereof, the value of each
Participant’s Account shall immediately after said merger, consolidation, or
transfer be equal to or greater than the value of the Participant’s Account
immediately before the merger, consolidation, or transfer (if the Plan had then terminated).




59









 









ARTICLE XIV




TOP-HEAVY REQUIREMENTS





	14.1	 	Top-Heavy Requirements. Notwithstanding any other provisions of this Plan, the
following rules shall apply for any Plan Year if as of the last day of the preceding
Plan Year, based on valuations as of such date, the sum of the present value of
accrued benefits and Accounts of “key employees” exceeds 60% of a similar sum for all
employees under each plan of the Employer or any Affiliated Employer in which
a “key employee” participates and each other plan of the Employer or any
Affiliated Employer which enables any such plan to meet the requirements of
Code section 401(a)(4) or 410. The present values of accrued benefits and the amounts
of account balances of an Employee as of the determination date shall be increased by
the distributions made with respect to the Employee under the Plan and any
plan aggregated with the Plan under Code section 416(g)(2) during the 1-year
period ending on the determination date. The preceding sentence shall also apply to
distributions under a terminated plan which, had it not been terminated, would have been
aggregated with the Plan under Code section 416(g)(2)(A)(i). In the case of a
distribution made for a reason other than severance from employment, death, or disability,
this provision shall be applied by substituting “5-year period” for “1-year period.” A
Plan Year during which such rules apply shall be known as a “Top-Heavy Plan Year.”
	 
	 	 	Key Employee means any Employee or former Employee, or
Beneficiary of the Employee, who, for any Plan Year in the
Determination Period is: 






An officer of the Employer having Compensation from the Employer and
any Affiliated Employer greater than $130,000 (as adjusted under Section
416(i)(1) of the Code); 




A Five Percent Owner of the Employer (Five Percent Owner means any person
owning, or considered as owning within the meaning of Code section 318, more
than five percent (5%) of the outstanding stock of the Employer or stock
possessing more than five percent (5%) of the total combined voting power of all
stock of the Employer; or in the case of an unincorporated business, any
person who owns more than five percent (5%) of the capital or profits interest in
the Employer.);  or




A One Percent Owner of the Employer having Compensation from the
Employer of more than $150,000 (One Percent Owner means any person having
Compensation from the Employer and any Affiliated Employer in excess
of $150,000 and owning, or considered as owning within the meaning of Code
section 318, more than one percent (1%) of the outstanding stock of the
Employer or stock possessing more than one percent (1%) of the total
combined voting power of all stock of the Employer; or in the case of an
unincorporated business, any person who owns more than one percent (1%) of the
capital or profits interest in the Employer). 




Notwithstanding the foregoing, Key Employee shall have the meaning set forth in
Code section 416(i), as amended. 



60









 







	 	 	 	For purposes of determining whether an Employee or former Employee
is an officer under this Section, an officer of the Employer shall have the meaning
set forth in the regulations under Code Section 416(i). 
	 
	 	 	 	For purposes of this Section, Compensation means Compensation determined under
Section 12.1(a)(iv) for the definition of a Highly Compensated Employee. 
	 
	 	 	 	For purposes of determining ownership hereunder, employers that would otherwise be
aggregated as Affiliated Employers shall be treated as separate employers. 
	 
	 	(a)	 	Vesting. A Participant who is credited with an
Hour of Service during the Top-Heavy Plan Year, or in any Plan Year
after the Top-Heavy Plan Year, and who has completed at least three years of
Service shall have a nonforfeitable right to 100% of his
Employer Accounts and no such amount may become forfeitable if the Plan later
ceases to be Top-Heavy nor may such amount be forfeited under the provisions of
Code sections 411(a)(3)(B) (relating to suspension of benefits upon
reemployment) or 411(a)(3)(D) (relating to forfeitures upon withdrawal of mandatory
contributions). If the Plan become Top-Heavy and later ceases to be Top-Heavy, this
vesting schedule shall no longer apply and benefits which have not at such time vested
under this schedule shall vest only in accordance with other provisions of this Plan,
provided that any Participant with at least 3 years of Service shall be
entitled to continue to utilize this schedule for vesting purposes by making an
election at the time and in the manner specified by the Committee.
	 
	 	(b)	 	Required Contributions. Each Employer shall contribute on
behalf of each employee eligible to participate in the Plan, the lesser of:






	 	(i)	 	3% of such employee’s compensation (within the meaning of
Code section 415); or
	 
	 	(ii)	 	the percentage of such employee’s compensation (within the
meaning of Code section 415 and Treasury Regulation Section 1.415-2(d)(11)(i))
which is equal to the percentage at which contributions were made for that
Plan Year on behalf of the “key employee” for whom such percentage is
the greatest for such Plan Year, as prescribed by Code section
416(c)(2)(B) and regulations thereunder.






	 	(c)	 	Company Matching Contributions shall be taken into account for purposes
of satisfying the minimum contribution requirements of Code section 416(c)(2)
and the Plan. The preceding sentence shall apply with respect to Company
Matching Contributions under the Plan or, if the Plan provides that
the minimum contribution requirement shall be met in another plan, such other plan.
Company Matching Contributions that are used to satisfy the minimum
contribution requirements shall be treated as Company Matching Contributions
for purposes of the actual contribution percentage test and other requirements of
Code section 401(m). Any contribution made pursuant to this subsection
14.1(c) shall be allocated according to a Participant’s elections among the Investment
Funds on behalf of the Employee for whom such contribution is made.




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	 	(d)	 	Additional Limitations. The provisions of this Section 14.1 shall be
interpreted in accordance with the provisions of Code section 416 and any
regulations thereunder, which are hereby expressly incorporated by reference.






	 	(e)	 	Coordination. In the event a top heavy minimum contribution or benefit
is required under this Plan or a defined benefit plan of an Employer that
covers a Participant, the top heavy minimum contribution or benefit, as
appropriate, shall be provided in this Plan. In the event a top heavy minimum
contribution is required under this Plan or another defined contribution plan of an
Employer that covers a Participant, the top heavy minimum contribution
shall be provided in the other plan.




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APPENDIX A




LIST OF EMPLOYERS AND PARTICIPATING UNITS




List of Employers and Participating Units




Avent, Inc.





All salaried employees of this Employer, and all hourly employees
at former Tecnol, Inc. locations, including those on temporary
assignment at other Employers or in other classifications, but
excluding employees on temporary assignment from another Employer
or classification.



Ballard Medical Products





All salaried employees of this Employer, all non-organized hourly
employees of this Employer located at Pocatello, Idaho and Draper,
Utah and all Ballard Heritage Employees whose accounts were
transferred from the Ballard Savings Plan, including those on
temporary assignment at other Employers or in other
classifications, but excluding employees on temporary assignment
from another Employer or classification.



Kimberly-Clark Corporation





All salaried employees of this Employer, including those on
temporary assignment at other Employers or in other
classifications, but excluding employees on temporary assignment
from another unit, Employer or classification.




Beech Island Mill: All hourly employees of this unit, including
those on temporary assignment in other classifications or at other
units or Employers, but excluding employees on temporary assignment
from another unit, Employer or classification.




Berkeley Mill: All hourly employees of this unit, including those
on temporary assignment in other classifications or at other units
or Employers, but excluding employees on temporary assignment from
another unit, Employer or classification.




Kimtech Plant: All hourly Machinist and Installer employees of
this unit who are represented by Lodge No. 1855 of the
International Association of Machinists and Aerospace Workers,
AFL-CIO, including those on temporary assignment in other
classifications or at other units or Employers, but excluding
employees on temporary assignment from another unit, Employer or
classification.




Lakeview Mill: All hourly employees of this unit who are
represented by United Steelworkers of America International Union
(USW), affiliated with the AFL-CIO, Local Union No. 482, including
those on temporary assignment in other classifications or at other
units or Employers, but excluding employees on temporary assignment
from another unit, Employer or classification.



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List of Employers and Participating Units





Marinette Mill: All hourly employees of this unit who are
represented by the United Steelworkers of America International
Union (USW), Local No. 86 including those on temporary assignment
in other classifications or at other units or Employers, but
excluding employees on temporary assignment from another unit,
Employer or classification.




Mobile Operations: All hourly employees of this unit who are
represented by the United Steelworkers of America International
Union (USW), Local Nos. 1421, 1575 and 1873, or the International
Brotherhood of Electrical Workers, Local 2129, including those on
temporary assignment in other classifications or at other units or
Employers, but excluding employees on temporary assignment from
another unit, Employer or classification.




Neenah Cold Spring Facility: All hourly employees of this unit who
are represented by United Steelworkers of America International
Union (USW), affiliated with the AFL-CIO, Local Union No. 482,
including those on temporary assignment in other classifications or
at other units or Employers, but excluding employees on temporary
assignment from another unit, Employer or classification.




Neenah Paper — Neenah: All hourly employees of this unit who are
represented by the United Steelworkers of America International
Union (USW), Local No. 1170, including those on temporary
assignment in other classifications or at other units or Employers,
but excluding employees at the Whiting Mill and employees on
temporary assignment from another unit, Employer or classification.




Neenah Paper — Whiting Mill: All hourly employees of this unit who
are represented by the United Steelworkers of America International
Union (USW), AFL-CIO, Local 370, including those on temporary
assignment in other classifications or at other units or Employers,
but excluding employees on temporary assignment from another unit,
Employer or classification.




New Milford Mill: All hourly employees of this unit, including
those on temporary assignment in other classifications or at other
units or Employers, but excluding employees on temporary assignment
from another unit, Employer or classification.




San Antonio Plant: All hourly employees of this unit located at
San Antonio, Texas, including those on temporary assignment in
other classifications or at other units or Employers, but excluding
employees on temporary assignment from another unit, Employer or
classification.



Kimberly-Clark Financial Services, Inc.





All salaried employees of this Employer, including those on
temporary assignment at other Employers or in other
classifications, but excluding employees on temporary assignment
from another Employer or classification.



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List of Employers and Participating Units




Kimberly-Clark Global Sales, LLC





All salaried employees of this Employer, or its predecessor
Kimberly-Clark Global Sales, Inc., including those on temporary
assignment at other Employers or in other classifications, but
excluding employees on temporary assignment from another Employer
or classification.



Kimberly-Clark International Services Corporation





All salaried employees of this Employer except those who transfer
to a less than 80% owned foreign subsidiary.



Kimberly-Clark Pennsylvania, LLC





All salaried employees of this Employer, and all hourly employees
of the Chester Mill who are represented by the United Steelworkers
of America International Union (USW), Local No. 2-448, including
those on temporary assignment in other classifications or at other
units or Employers, but excluding employees on temporary assignment
from another unit, Employer or classification.



Kimberly-Clark Services Inc.





All salaried employees of this Employer, including those on
temporary assignment at other Employers or in other
classifications, but excluding employees on temporary assignment
from another Employer or classification.



Kimberly-Clark Worldwide, Inc.





All salaried employees of this Employer, including those on
temporary assignment at other Employers or in other
classifications, but excluding employees on temporary assignment
from another Employer or classification.




Everett Mill: All hourly employees of this unit who are represented
by the Association of Western Pulp and Paper Workers, Local Nos.
183 and 644, including those on temporary assignment in other
classifications or at other units or Employers, but excluding
employees on temporary assignment from another unit, Employer or
classification.




Fullerton Mill: All hourly employees of this unit who are
represented by the Association of Western Pulp & Paper Workers
Union, Local No. 672, including those on temporary assignment in
other classifications or at other units or Employers, but excluding
employees on temporary assignment from another unit, Employer or
classification.




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