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                                                                     EXHIBIT 4.8

             KIMBERLY-CLARK CORPORATION RETIREMENT CONTRIBUTION PLAN






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                           KIMBERLY-CLARK CORPORATION
                          RETIREMENT CONTRIBUTION PLAN

                       (Amended through December 21, 2000)






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                                                                          RC-021


             KIMBERLY-CLARK CORPORATION RETIREMENT CONTRIBUTION PLAN

                                TABLE OF CONTENTS

<TABLE>
<S>               <C>
Article I         Name, Purpose and Effective Date of Plan

Article II        Definitions and Construction
                  2.1      Definitions
                  2.2      Construction

Article III       Participation
                  3.1      Effective Date of Participation
                  3.2      Transfer To and From Participating Units
                  3.3      Nonduplication of Accruals for Participation in Other Plans

Article IV        Retirement Contributions
                  4.1      Retirement Contributions
                  4.2      Limited Service and Leave of Absence
                  4.3      Amount of Retirement Contribution
                  4.4      Contributions by Participants
                  4.5      Temporary Suspension of Retirement Contributions
                  4.6      Allocations to Retirement Accounts
                  4.7      Valuation
                  4.8      Payment of Contributions to Trustee
                  4.9      Deductibility Requirement
                  4.10     Mistaken Contributions
                  4.11     General Limitation

Article V         Limitations on Benefits
                  5.1      Limitations on Benefits
                  5.2      Aggregation of Plans

Article VI        Trustee, Trust Agreement and Plan Expenses
                  6.1      Trust Agreement
                  6.2      Establishment of Investment Funds
                  6.3      Fund Investments
                  6.4      Reinvestment of Income
                  6.5      Plan Expenses

Article VII       Investment Directions
                  7.1      Investment of Contributions
                  7.2      Investment Election
                  7.3      Reallocations
                  7.4      Fund Transfers
                  7.5      Effective Date of Investment Changes
                  7.7      Voting of Corporation Stock
                  7.8      Tender Offers
                  7.9      Stock Rights, Stock Splits and Stock Dividends
</TABLE>



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<TABLE>
<S>               <C>
Article VIII      Vesting
                  8.1      Five Years of Service
                  8.2      Other Vesting Events
                  8.3      Forfeitures and Restorations
                  8.4      Coosa Benefit
                  8.5      K-C Aviation Benefit
                  8.6      Southeast Timberlands Benefit
                  8.7      Mobile Pulp Mill Benefit
                  8.8      Durafab-Cleburne Benefit

Article IX        Distributions and Withdrawals
                  9.1      Optional Forms of Distribution
                  9.2      Lump Sum and Partial Distributions
                  9.3      Distribution by Reason of Death
                  9.4      Distribution Upon Termination of Employment for Reasons other than Death
                  9.5      Small Distributions
                  9.6      Consent Required
                  9.7      Evidence of Right to Receive Benefit
                  9.8      Required Distributions
                  9.9      Direct Rollovers
                  9.10     Withdrawals
                  9.11     Unclaimed Benefits

Article X         Incentive Investment Plan Committee
                  10.1     Membership
                  10.2     Powers
                  10.3     Procedures
                  10.4     Rules and Decisions
                  10.5     Authorization of Payments
                  10.6     Books and Records
                  10.7     Perpetuation of the Committee
                  10.8     Claims Procedure
                  10.9     Allocation or Reallocation of Fiduciary Responsibilities
                  10.10    Plan Administrator
                  10.11    Service of Process

Article XI        Amendment and Termination
                  11.1     Amendment and Termination

Article XII       Miscellaneous
                  12.1     Non-Guarantee of Employment
                  12.2     Rights to Trust Assets
                  12.3     Disclaimer of Liability
                  12.4     Non-Recommendation of Investment
                  12.5     Indemnification of Committee
                  12.6     Non-Alienation
                  12.7     Facility of Payment
                  12.8     Action by a Committee of the Board
                  12.9     Qualified Domestic Relations Orders
                  12.10    Compensation Limit

Article XIII      Merger

Article XIV       Top-Heavy Requirements

Appendix A        List of Employers, Participating Units and Effective Dates of Participation
</TABLE>




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                                    ARTICLE I

                    NAME, PURPOSE AND EFFECTIVE DATE OF PLAN


This Kimberly-Clark Corporation Retirement Contribution Plan (the "Plan") has
been adopted effective January 1, 1997. Its purpose is to supplement in part the
retirement income which eligible Employees may be entitled to receive under the
Federal Social Security Act and to encourage Eligible Employees to arrange for
personal investment programs. The Plan is intended to meet the requirements of
Section 401(a) of the Internal Revenue Code of 1986, as amended, and the
Employee Retirement Income Security Act of 1974, as amended. The Plan is
intended to qualify as a profit-sharing plan.




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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)      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).

         (b)      Base Earnings: A Participant's Earnings up to an amount which
                  does not exceed two-thirds (2/3) of the Taxable Wage Base for
                  the Plan Year.

         (c)      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 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.

         (d)      Board: The Board of Directors of the Corporation.

         (e)      Business Day: Any day on which securities are traded on the
                  New York Stock Exchange.

         (f)      Code: The Internal Revenue Code of 1986, as amended from time
                  to time.

         (g)      Committee: The committee designated to administer and regulate
                  the Plan as provided in Article X.

         (h)      Corporation: Kimberly-Clark Corporation (a Delaware
                  corporation).

         (i)      Corporation Stock: The common stock of the Corporation.

         (j)      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.

         (k)      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
                  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.

         (l)      Earnings: Remuneration when paid, or would have been paid but
                  for a Participant's deferral election, to a Participant by an
                  Employer for personal services rendered to the Employer
                  (before any withholding required by law or authorized by the
                  person to whom such remuneration is payable), including
                  overtime, bonuses, incentive compensation, vacation pay,
                  deducted military pay, state disability payments received,
                  workers compensation payments received, and to the extent such
                  deductions decrease the individual's base pay, Before-Tax
                  deferrals under the Kimberly-Clark Corporation Salaried
                  Employees Incentive Investment Plan or Kimberly-Clark
                  Corporation Hourly Employees Incentive Investment Plan, or any
                  other plan maintained by an Employer and described under
                  Section 401(k) of the Code, contributions under the
                  Kimberly-Clark Corporation Flexible Benefits Plan or any other
                  plan maintained by an Employer and described under Section 125
                  of the Code, but excluding any severance payments (except as
                  provided in Section 4.3), payments made under the
                  Kimberly-Clark Equity Participation Plans, pay in lieu of
                  vacation, deferrals under the Kimberly-Clark Corporation
                  Deferred Compensation Plan, compensation paid in a form other
                  than cash (such as goods, services and, except as otherwise
                  provided herein, contributions to



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                  employee benefit programs), service or suggestion awards, and
                  all other special or unusual compensation of any kind.

                  Earnings paid to an Employee for a Plan Year in excess of
                  $150,000 (as adjusted at the same time and in the same manner
                  as under section 415(d) of the Code for that Plan Year) shall
                  not be taken into account.

                  Notwithstanding the above, in the case of an Employee on
                  foreign assignment, as determined by the Employer pursuant to
                  Committee rule, Earnings shall be base salary, as determined
                  by the Employer pursuant to Committee rule, which includes
                  401(k) deferrals under the Kimberly-Clark Corporation Salaried
                  Employees Incentive Investment Plan or any other plan
                  maintained by an Employer and described under Section 401(k)
                  of the Code, and contributions under the Kimberly-Clark
                  Corporation Flexible Benefits Plan or any other plan
                  maintained by an Employer and described under Section 125 of
                  the Code, plus overtime, bonuses, incentive compensation and
                  vacation pay, but shall exclude foreign service premiums, cost
                  of living adjustments, housing payments, tax equalization
                  payments, severance payments (except as provided in Section
                  4.3), compensation in a form other than cash (such as goods,
                  services and, except as otherwise provided herein,
                  contributions to employee benefit programs), service or
                  suggestion awards and all other special or unusual
                  compensation of any kind.

         (m)      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 by an
                  Employer as intermittent or temporary, and persons classified
                  by an Employer as independent contractors, regardless of how
                  such Employees may be classified by any federal, state, or
                  local, domestic or foreign, governmental agency or
                  instrumentality thereof, or court.

                  Any leased employee (as defined in Code section 414(n)) shall
                  not be considered an Eligible Employee under the Plan. 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.

                  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.

         (n)      Employee: A person employed by an Employer.



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         (o)      Employer: The Corporation and each Subsidiary which the
                  Committee shall from time to time designate as an Employer for
                  purposes of the Plan and which shall adopt the Plan and the
                  Trust. A list of Employers is set forth in Appendix A.

         (p)      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.

         (q)      ERISA: The Employee Retirement Income Security Act of 1974, as
                  amended from time to time.

         (r)      Excess Earnings: A Participant's Earnings in excess of the
                  Participant's Base Earnings.

         (s)      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:

                  (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 $80,000, 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 5.1(d), including
                  elective salary reduction contributions made under this Plan
                  or another cash or deferred arrangement or pursuant to Code
                  section 125.

         (t)      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, 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.



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                  Hours of Service shall be calculated and credited in a manner
                  consistent with U.S. Department of Labor regulation Section
                  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 Section 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 Period of Severance, 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 commences before April 1,
                  1985.

         (u)      Investment Fund: An unsegregated fund of the Plan including
                  the K-C Stock Fund and such other funds as the Named Fiduciary
                  may establish. An Investment Fund, pending investment in
                  accordance with the Investment Fund purpose, may be invested
                  in short-term securities of the United States of America or in
                  other investments of a short-term nature.

         (v)      K-C Stock Fund: An unsegregated Investment Fund to be invested
                  in Corporation Stock, which, pending such investment, may be
                  invested in short-term securities issued or guaranteed by the
                  United States of America or in other investments of a
                  short-term nature.

         (w)      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.

         (x)      Lump Sum Distribution: A single distribution of the entire
                  amount of a Participant's Retirement Account.

         (y)      Named Fiduciary: The Retirement Trust Committee (the members
                  of which are designated by the Chief Executive Officer of the
                  Corporation) shall be the Named Fiduciary of the Plan as
                  defined in ERISA.

         (z)      Normal Retirement Age: The later of age 65 or the fifth
                  anniversary of the date the Employee commenced participation
                  in the Plan.

         (aa)     One-Year Period of Severance: The applicable computation
                  period of 12 consecutive months following an Employee's
                  Severance from Service Date 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.



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                  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.

         (bb)     Partial Distribution: A distribution of a portion of a
                  Participant's Retirement Account.

         (cc)     Participant: An Eligible Employee who is eligible to receive a
                  Retirement Contribution pursuant to Article IV. He remains a
                  Participant until his Retirement Account has been distributed
                  pursuant to the Plan.

         (dd)     Participating Unit: A specific classification of Employees of
                  an Employer designated from time to time by the Committee as
                  participating in this Plan. The classifications so designated
                  and effective dates of participation of are shown in Appendix
                  A.

         (ee)     Plan Year: A twelve calendar month period beginning January 1
                  and ending the following December 31.

         (ff)     Retirement Account: The account under the Plan to be
                  maintained for each Participant as provided in Section 4.7.

         (gg)     Retirement Contributions: Employer contributions made pursuant
                  to Article IV of the Plan.

         (hh)     Service: Regular employment with the Corporation, a Subsidiary
                  or an Equity Company, including the limited service of a KCTC
                  Employee receiving payments under the Scott Paper Company
                  Termination Pay Plan for Salaried Employees. For all purposes
                  under the Plan, Service shall include service with KCTC and
                  Scott Paper Company. Service for eligible Employees at
                  Kimberly-Clark Technical Paper, Inc. shall include service
                  with CPM, Inc. prior to May 16, 1995. Service for eligible
                  Employees at Durafab, Inc. ("Durafab") shall include service
                  with Durafab from the later of date of hire at Durafab or
                  September 29, 1989. Service for eligible Employees at Tecnol
                  Medical Products, Inc. ("Tecnol") shall include service with
                  Tecnol prior to December 18, 1997. Service for eligible
                  Employees at Ballard Medical Products, Inc. ("Ballard") shall
                  include service with Ballard prior to September 23, 1999.
                  Service for eligible Employees formerly employed by Safeskin
                  Corporation ("Safeskin") shall include service with Safeskin
                  prior to January 1, 2001.

         (ii)     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.)

         (jj)     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.

         (kk)     Taxable Wage Base: With respect to any Plan Year, the maximum
                  amount of Compensation which may be considered wages for
                  old-age, survivors and disability insurance purposes under
                  Section 230 of the Social Security Act as in effect on the
                  first day of the Plan Year.

         (ll)     Terminated Participant: A Participant who has terminated his
                  employment with an Employer prior to January 1, 1998 (i) with
                  the aggregate value of the Participant's Retirement Account
                  exceeding $3,500, or (ii) a Participant who has terminated
                  employment with his Employer on or after January 1, 1998 with
                  the aggregate value of the Participant's Accounts exceeding
                  $5,000, and who has not elected to receive a distribution
                  under the Plan.

         (mm)     Timely Notice: A notice (i) in writing on forms, (ii) by
                  electronic medium, or (iii) by voice transmission, as
                  prescribed by the Committee and made at such places and at
                  such times as shall be established by Committee rules.

         (nn)     Trust: The Kimberly-Clark Corporation Defined Contribution
                  Plans Trust pursuant to the trust agreement provided for in
                  Article VI.

         (oo)     Trustee: The trustee under the Trust.



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         (pp)     Valuation Date: Each Business Day for which the Current Market
                  Value of a Participant's Retirement Account is determined for
                  purposes of this Plan.

         (qq)     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.



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                                   ARTICLE III

                                  PARTICIPATION


3.1 Effective Dates of Participation.

         (a)      Each Eligible Employee who (i) has at least one Hour of
                  Service on December 31, 1996 and is an active Eligible
                  Employee on January 1, 1997; and (ii) is a participant who is
                  eligible to be credited with additional Years of Benefit
                  Service as defined in the Kimberly-Clark Corporation Salaried
                  Employees' Retirement Plan or Kimberly-Clark Corporation
                  Hourly Employees' Standard Retirement Plan as of January 1,
                  1997, shall have the opportunity to make a one-time election
                  on or before June 30, 1997 to become a Participant in the
                  Plan, and such Eligible Employee who affirmatively elects
                  shall become a Participant in the Plan effective as of July 1,
                  1997.

                  Notwithstanding the foregoing, an Eligible Employee who is
                  eligible to elect, and who does not affirmatively elect to
                  become a Participant in the Plan, or who affirmatively elects
                  not to become a Participant in the Plan, shall remain a
                  participant in the Kimberly-Clark Corporation Salaried
                  Employees' Retirement Plan or Kimberly-Clark Corporation
                  Hourly Employees' Standard Retirement Plan, as applicable, in
                  accordance with the terms thereof, and no Retirement
                  Contributions shall be made for such Employee.

         (b)      An Eligible Employee who is an active Employee of KCTC in a
                  Participating Unit as of December 31, 1996 and who has an Hour
                  of Service hereunder on January 1, 1997 and, as of January 1,
                  1997, is not receiving termination payments under the Scott
                  Paper Company Termination Pay Plan for Salaried Employees nor
                  on a transition assignment and expected to receive termination
                  payments under the Scott Paper Company Termination Pay Plan
                  for Salaried Employees, shall become a Participant in the Plan
                  as of January 1, 1997, and such Eligible Employee's investment
                  elections in effect under the Kimberly-Clark Tissue Company
                  Investment Plan for Salaried Employees or Kimberly-Clark
                  Tissue Company Investment Plan for Hourly Employees (the "KCTC
                  Investment Plans"), as applicable, shall remain in effect
                  hereunder; provided, however that an Employee of KCTC who is
                  not actively employed on January 1, 1997 in a Participating
                  Unit shall become a participant in the Plan upon his return to
                  active employment, and his investment elections in effect
                  under the applicable KCTC Investment Plan shall remain in
                  effect hereunder.

         (c)      An hourly organized Eligible Employee at Mobile who (i) has at
                  least one Hour of Service on September 1, 1997 and is an
                  active Eligible Employee on January 1, 1998; and (ii) is a
                  participant, or who will be a participant upon meeting the
                  one-year eligibility requirement, eligible to be credited with
                  additional years of Credited Employment under the
                  Kimberly-Clark Tissue Company Pension Plan for Hourly
                  Employees (Non-Contributory), shall have the opportunity to
                  make a one-time election on or before December 31, 1997 to
                  become a Participant in the Plan, and such Eligible Employee
                  who affirmatively elects shall become a Participant in the
                  Plan effective January 1, 1998.

                  An hourly organized Eligible Employee at Mobile who (i) is
                  hired after September 1, 1997 and prior to January 1, 2000;
                  (ii) has at least one Hour of Service on December 31, 1999 and
                  is an active Eligible Employee on January 1, 2000; and (ii) is
                  a participant, or who will be a participant upon meeting the
                  one-year eligibility requirement, eligible to be credited with
                  additional years of Credited Employment under the
                  Kimberly-Clark Tissue Company Pension Plan for Hourly
                  Employees (Non-Contributory), shall have the opportunity to
                  make a one-time election on or before December 31, 1999 to
                  become a Participant in the Plan, and such Eligible Employee
                  who affirmatively elects shall become a Participant in the
                  Plan effective January 1, 2000.

                  Notwithstanding the foregoing, an Eligible Employee who is
                  eligible to elect, and who does not affirmatively elect to
                  become a Participant in the Plan, or who affirmatively elects
                  not to become a Participant in the Plan, shall remain a
                  participant in the Kimberly-Clark Tissue Company Pension Plan
                  for Hourly Employees (Non-Contributory) in accordance with the
                  terms thereof, and no Retirement Contributions shall be made
                  for such Employee.

         (d)      An hourly organized Eligible Employee at Fullerton who (i) has
                  at least one Hour of Service on December 31, 1998 and is an
                  active Eligible Employee on January 1, 1999; and (ii) is a
                  participant who is eligible to be credited with additional
                  Years of Benefit Service as defined in Kimberly-Clark
                  Corporation Hourly Employees' Standard



                                      174
<PAGE>   13



                  Retirement Plan as of January 1, 1999, shall have the
                  opportunity to make a one-time election on or before December
                  31, 1998 to become a Participant in the Plan, and such
                  Eligible Employee who affirmatively elects shall become a
                  Participant in the Plan effective January 1, 1999.

                  Notwithstanding the foregoing, an Eligible Employee who is
                  eligible to elect, and who does not affirmatively elect to
                  become a Participant in the Plan, or who affirmatively elects
                  not to become a Participant in the Plan, shall remain a
                  participant in the Kimberly-Clark Corporation Hourly
                  Employees' Standard Retirement Plan in accordance with the
                  terms thereof, and no Retirement Contributions shall be made
                  for such Employee.

         (e)      An hourly organized Eligible Employee at Chester who (i) has
                  at least one Hour of Service on September 5, 1998 and is an
                  active Eligible Employee on January 1, 1999, or is on layoff
                  with recall rights pursuant to the terms of the collective
                  bargaining agreement or on temporary disability leave on
                  September 5, 1998 and remains as such on January 1, 1999; and
                  (ii) is a participant, or who will be a participant upon
                  meeting the one-year eligibility requirement, eligible to be
                  credited with additional years of Credited Employment under
                  the Kimberly-Clark Tissue Company Pension Plan for Hourly
                  Employees, shall have the opportunity to make a one-time
                  election on or before December 31, 1998 to become a
                  Participant in the Plan, and such Eligible Employee who
                  affirmatively elects shall become a Participant in the Plan
                  effective January 1, 1999.

                  Notwithstanding the foregoing, an Eligible Employee who is
                  eligible to elect, and who does not affirmatively elect to
                  become a Participant in the Plan, or who affirmatively elects
                  not to become a Participant in the Plan, shall remain a
                  participant in the Kimberly-Clark Tissue Company Pension Plan
                  for Hourly Employees in accordance with the terms thereof, and
                  no Retirement Contributions shall be made for such Employee.

         (f)      Each Eligible Employee who commences employment with a
                  Participating Unit (other than Mobile hourly organized) on or
                  after the effective date for the Participating Unit shown in
                  Appendix A, or returns to work with a Participating Unit
                  (other than Mobile hourly organized) on or after the effective
                  date for the Participating Unit shown in Appendix A, shall
                  become a Participant in the Plan on his employment or
                  reemployment date, as applicable.

                  Each hourly organized Eligible Employee who commences
                  employment at Mobile on or after January 1, 2000, or returns
                  to work at Mobile on or after January 1, 2000, shall become a
                  Participant in the Plan on his employment or reemployment
                  date, as applicable.

         (g)      Notwithstanding the foregoing, an Eligible Employee who (i)
                  had an Hour of Service with Kimberly-Clark Inc. or
                  Kimberly-Clark Forest Products, Inc. on or after December 31,
                  1996 and (ii) commences employment with a Participating Unit
                  on or after January 1, 1997 and prior to May 1, 1997, shall
                  not participate in the Plan after May 31, 1997, and shall not
                  have the opportunity to make a one-time election to become a
                  Participant in the Plan as provided in subsection 3.1(a)
                  above.

         (h)      Notwithstanding the foregoing, an hourly organized Eligible
                  Employee at the Everett Mill, Marinette Mill or either the
                  Kimtech Machinists Unit or the Kimtech Machinery Installation
                  Unit who (i) has at least one Hour of Service on December 31,
                  2000 and is an active Eligible Employee on January 1, 2001;
                  and (ii) is a participant who is eligible to be credited with
                  additional "Years of Benefit Service" as defined in KC Hourly
                  Schedule of the Kimberly-Clark Corporation Pension Plan, or
                  "Credited Employment" as defined in the KCTC Hourly Schedule
                  or KCTC Hourly (Non-Contributory) Schedule of the
                  Kimberly-Clark Corporation Pension Plan, as of January 1,
                  2001, shall have the opportunity to make a one-time election
                  on or before December 31, 2000 to become a Participant in the
                  Plan, and such Eligible Employee who affirmatively elects
                  shall become a Participant in the Plan effective January 1,
                  2001.

                  Notwithstanding the foregoing, an Eligible Employee who is
                  eligible to elect, and who does not affirmatively elect to
                  become a Participant in the Plan, or who affirmatively elects
                  not to become a Participant in the Plan, shall remain a
                  participant in the Kimberly-Clark Corporation Pension Plan in
                  accordance with the terms thereof, and no Retirement
                  Contributions shall be made for such Employee.



                                      175
<PAGE>   14



3.2      Transfer To and From Participating Units

         (a)      An Eligible Employee who transfers out of a Participating Unit
                  shall cease to be a Participant in the Plan as of the date on
                  which he transfers out of such Participating Unit.

         (b)      An Eligible Employee who transfers into a Participating Unit
                  shall become a Participant in the Plan as of the date on which
                  he transfers into such Participating Unit.

3.3      Nonduplication of Accruals for Participation in Other Plans

         Notwithstanding any other provision of the Plan, no Retirement
         Contributions shall be made for an Employee during any period in which
         such Employee is eligible to receive years of Benefit Service under the
         Kimberly-Clark Corporation Salaried Employees' Retirement Plan or the
         Kimberly-Clark Corporation Hourly Employees' Standard Retirement Plan,
         or Credited Employment under the Kimberly-Clark Tissue Company Pension
         Plan for Salaried Employees, the Kimberly-Clark Tissue Company Pension
         Plan for Hourly Employees or the Kimberly-Clark Tissue Company Pension
         Plan for Hourly Employees (Non-Contributory).



                                      176
<PAGE>   15



                                   ARTICLE IV

                            RETIREMENT CONTRIBUTIONS


4.1      Retirement Contributions. Each Eligible Employee who is a Participant
         under Article III of the Plan shall be allocated Retirement
         Contributions as provided in Section 4.3.

         Notwithstanding any provision of the Plan to the contrary, Retirement
         Contributions and Service credit with respect to qualified military
         service will be provided in accordance with Section 414(u) of the Code.

4.2      Limited Service and Leave of Absence. All Participants who are actively
         employed and receiving Earnings, or who are entitled to receive
         benefits under the Scott Paper Company Termination Pay Plan for
         Salaried Employees commencing after January 1, 1997, are entitled to be
         allocated Retirement Contributions. Participants who are not actively
         employed due to a paid leave of absence shall be allocated Retirement
         Contributions made during such period of absence. Retirement
         Contributions on behalf of a Participant shall cease upon commencement
         of his unpaid leave of absence, and such Retirement Contributions shall
         resume upon the termination of such leave.

4.3      Amount of Retirement Contribution. Subject to the limitations set forth
         in Article V:

         (a)      For each Plan Year, the Employer shall pay or cause to be paid
                  to the Trustee, contributions to the Plan that shall be
                  allocated to the Retirement Account of each Participant
                  eligible for an allocation as determined below. The Retirement
                  Contribution for any Plan Year shall be sufficient to credit
                  each such Participant's Retirement Account with an amount
                  equal to the percentage in Column A of Base Earnings plus the
                  percentage in Column B of Excess Earnings, based on the
                  Participant's age as of the last day of the Plan Year:

<TABLE>
<CAPTION>
                                                        COLUMN A                               COLUMN B
                                                Contribution Percentage                Contribution Percentage
                        Age Range                   of Base Earnings                      of Excess Earnings
                        ---------                   ----------------                      ------------------
<S>                     <C>                           <C>                                    <C>
                         Under 25                        3.50%                                  5.75%
                          25-29                          3.75%                                  6.00%
                          30-34                          4.00%                                  6.25%
                          35-39                          4.25%                                  6.50%
                          40-44                          4.50%                                  6.75%
                          45-49                          5.25%                                  7.50%
                          50-54                          6.00%                                  8.25%
                       55 and over                       6.50%                                  8.75%
</TABLE>


         (b)      Notwithstanding the foregoing, for each Plan Year, the
                  Employer shall pay or cause to be paid to the Trustee,
                  contributions to the Plan that shall be allocated to the
                  Retirement Account of each eligible (i) hourly Participant at
                  Durafab, Inc., (ii) hourly organized Participant at Mobile,
                  Chester, and Marinette, and (iii) hourly Participant at
                  Ballard Medical Products eligible for an allocation as
                  determined below.


<TABLE>
<CAPTION>
                        Age Range                     Contribution Percentage of Eligible Earnings
                        ---------                     --------------------------------------------
<S>                     <C>                           <C>
                         Under 25                                      2.05%
                          25-29                                        2.20%
                          30-34                                        2.35%
                          35-39                                        2.45%
                          40-44                                        2.60%
                          45-49                                        3.05%
                          50-54                                        3.50%
                       55 and over                                     3.80%
</TABLE>

         (c)      Notwithstanding the foregoing, for each Plan Year, the
                  Employer shall pay or cause to be paid to the Trustee,
                  contributions to the Plan that shall be allocated to the
                  Retirement Account of each eligible hourly organized
                  Participant at Everett eligible for an allocation as
                  determined below.



                                      177
<PAGE>   16



<TABLE>
<CAPTION>
                        Age Range                    Contribution Percentage of Eligible Earnings
                        ---------                    --------------------------------------------
<S>                     <C>                           <C>
                         Under 25                                      2.20%
                          25-29                                        2.35%
                          30-34                                        2.50%
                          35-39                                        2.65%
                          40-44                                        2.80%
                          45-49                                        3.25%
                          50-54                                        3.75%
                       55 and over                                     4.05%
</TABLE>


4.4      Contributions by Participants. Participants shall not make
         contributions under this Plan. The amount of any Participant
         contribution under this Plan which is determined to have been
         erroneously made, as adjusted for income, gain and loss of the Trust
         for the time such contribution was retained under the Plan, shall be
         repaid as soon as practicable after such determination to such
         Participant if living; otherwise, as may be required by law.

4.5      Temporary Suspension of Retirement Contributions. The Board may order
         the suspension of all Retirement 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.

4.6      Allocations to Retirement Accounts. Retirement Contributions made
         pursuant to Section 4.3 shall be allocated to the Retirement Account of
         each Participant as soon as administratively possible following payment
         to the Trust.

4.7      Valuation. Each Investment Fund and each Retirement Account shall be
         valued by the Trustee on each Valuation Date:

         (a)      by determining the Current Market Value, as of the Valuation
                  Date, of all securities and property which are then held in
                  the Trust,

         (b)      by adding thereto the amount of any uninvested cash and
                  accrued income, or subtracting any losses incurred as of the
                  Valuation Date, and

         (c)      by subtracting any fees and expenses described in Article VI.

         All amounts to be distributed pursuant to the provisions of Article IX
         hereof as of the relevant Valuation Date shall be taken into account in
         valuing the Investment Funds and each Retirement Account pursuant to
         the provisions of this Section 4.7.

4.8      Payment of Contributions to Trustee. Amounts representing Retirement
         Contributions shall, not less frequently than monthly, be paid into the
         Trust.

4.9      Deductibility Requirement. All Retirement Contributions under the Plan
         are conditioned upon the deductibility of such Retirement Contributions
         under Section 404 of the Code and to the extent the deduction is
         disallowed, shall be returned to the Employer within one year after the
         disallowance of the deduction. Earnings attributable to such Retirement
         Contributions shall not be returned to the Employer but losses
         attributable thereto shall reduce the amount to be so returned. For
         purposes of this Section 4.10, Retirement Contributions which are not
         deductible in the current taxable year of the Employer but which may be
         deducted in taxable years subsequent to the year in respect of which it
         is made, shall not be considered to be disallowed.

4.10     Mistaken Contributions. If Retirement Contributions are made by reason
         of a mistake of fact, such Retirement Contributions shall be returned
         to the Employer within one year after such Retirement Contributions are
         made. The amount which may be returned to the Employer shall not exceed
         the excess of (i) the amount contributed, over (ii) the amount that
         would have been contributed had there not occurred a mistake of fact or
         a mistake in determining the deduction. Earnings attributable to the
         excess Retirement Contributions shall not be returned to the Employer
         but losses attributable thereto shall reduce the amount to be so
         returned.



                                      178
<PAGE>   17



4.11     General Limitation. Notwithstanding any other provision of this Article
         IV, no Retirement 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.



                                      179
<PAGE>   18



                                    ARTICLE V

                             LIMITATIONS ON BENEFITS


I.       Limitations on Benefits. Anything to the contrary herein
         notwithstanding, no Retirement Contribution hereunder shall be made
         which will violate the limitations set forth below:

         A.       The Annual Addition to a Participant's Retirement Account (as
                  such term is defined below) in any Plan Year either solely
                  under the Plan or under an aggregation of the Plan with all
                  other qualified defined contribution plans of the Employer may
                  not exceed the lesser of (i) $30,000, (or such other amount as
                  may be prescribed under regulations issued by the Secretary of
                  the Treasury under Section 415(d) of the Code), or (ii)
                  twenty-five percent (25%) of the Employee's total Compensation
                  for the Plan Year.

         B.       If a Participant also participates under any other qualified
                  defined contribution plan or any qualified defined benefit
                  plan maintained by the Employer or an Affiliated Employer, all
                  such defined contribution plans shall be considered as one
                  defined contribution plan, and all such defined benefit plans
                  shall be considered as one defined benefit plan. In such
                  event, the sum of the defined contribution plan fraction and
                  the defined benefit plan fraction for any Plan Year shall not
                  exceed 1.0. In determining the allowable limitation referred
                  to in the preceding sentence:

                  1.       The defined benefit plan fraction shall be determined
                           by dividing the projected annual benefit of the
                           Participant under the defined benefit plan by the
                           lesser of:

                           a)       the product of 1.25 and $90,000 (subject to
                                    all adjustments as are permitted by, or
                                    required under, Section 415 of the Code), or

                           b)       the product of 1.4 and 100% of the
                                    Participant's average annual total
                                    Compensation for his highest three
                                    consecutive years; and

                  2.       The defined contribution plan fraction shall be
                           determined by dividing the sum of all Annual
                           Additions (as such term is defined below) for all
                           years in which he or she was a participant in any
                           such defined contribution plans by the sum of the
                           lesser of (i) or (ii) below for each year during
                           which the Participant was an employee of the
                           Employer:

                           a)       the product of 1.25 and the dollar
                                    limitation in effect under Section
                                    415(c)(1)(A) of the Code for such year, or

                           b)       the product of 1.4 and 25% of the
                                    Participant's total Compensation for such
                                    year.

                  In the event that the sum of the defined contribution plan
                  fraction and the defined benefit plan fraction would exceed
                  the allowable limitation for any Plan Year, the Participant's
                  anticipated benefit under the defined benefit plan shall be
                  reduced accordingly.

         Effective January 1, 2000, this Subsection 5.1(b) shall no longer apply
         under the Plan.

         (c)      For purposes of this Section 5.1, the term "Annual Addition"
                  as applied to each Participant shall mean the sum of the
                  following amounts allocated to the Participant's Retirement
                  Account under the Plan or any other qualified defined
                  contribution plan or qualified defined benefit plan of the
                  Employer or any Affiliated Employer: (1) matching employer
                  contributions, Retirement Contributions and pre-tax
                  contributions (excluding any previously distributed pre-tax
                  contributions) and any other employer contributions; (2)
                  forfeitures; and (3) and any other employee contributions.
                  Amounts described in Section 415(l) and 419A(d)(2) of the Code
                  contributed for any Plan



                                      180
<PAGE>   19



                  Year for the benefit of the Participant shall be treated as an
                  Annual Addition to the extent provided in such Sections. If a
                  Participant's Retirement Contributions under this Plan are to
                  be reduced as a result of this Section 5.1, such reduction
                  shall be effected by first reducing the Participant's
                  Retirement Contributions under this Plan, and second, to the
                  extent necessary, by reducing any contributions under any
                  other qualified defined contribution plan of the Employer or
                  any Affiliated Employer.

         (d)      For purposes of this Section, "Compensation":

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

                           (A)      as wages, salaries, fees for professional
                                    service, and other amounts received for
                                    personal services actually rendered in the
                                    course of employment with the Employer or
                                    Affiliated Employer including but not
                                    limited to commissions, compensation for
                                    services on the basis of a percentage of
                                    profits and bonuses;

                           (B)      for purposes of (c) 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;

                           (C)      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;

                           (D)      amounts paid or reimbursed by the Employer
                                    or Affiliated Employer 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;

                           (E)      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;

                           (F)      the amount includable in the gross income of
                                    a Participant upon making the election
                                    described in Code section 83(b).

                  (ii)     excludes -

                           (A)      amounts contributed by an Employer or
                                    Affiliated Employer on behalf of
                                    Participants under a cash or deferred
                                    arrangement and any amount which is
                                    contributed or deferred by the Employer or
                                    Affiliated Employer at the election of the
                                    Employee under Section 125 of the Code;
                                    provided, however that for Plan Years
                                    beginning after December 31, 1997, such
                                    amounts shall be included as "Compensation"
                                    with respect to such Plan Year.

                           (B)      contributions made by the Employer or
                                    Affiliated Employer 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;



                                      181
<PAGE>   20



                           (C)      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;

                           (D)      amounts realized from the sale, exchange or
                                    other disposition of stock acquired under a
                                    qualified stock option;

                           (E)      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

                           (F)      Compensation in excess of the limit set
                                    forth in Section 12.10.

                  In lieu of the above definition of "Compensation," the
                  following alternative definitions of "Compensation" in (i) or
                  (ii) below may be applied with respect to a Plan Year as
                  determined by the Committee in its discretion:

                  (i)      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 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.

                  (ii)     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 Plan Years beginning after December 31, 1997,
                  "Compensation" hereunder includes amounts contributed or
                  deferred by the Employer on behalf of the Employee under
                  Sections 125 or 401(k) of the Code.

5.2      Aggregation of Plans. For purposes of Section 5.2, this Plan shall be
         aggregated and treated as a single plan with other plans maintained by
         the Employer or any Affiliated Employer to the extent that this Plan is
         aggregated with any other plan for purposes of satisfying Section
         410(b) of the Code (other than Section 410(b)(2)(A)(ii) of the Code).



                                      182
<PAGE>   21



                                   ARTICLE VI

                   TRUSTEE, TRUST AGREEMENT AND PLAN EXPENSES


I. Trust                                                              Agreement.
   -----------------------------------------------------------------------------

         A.       The Corporation shall enter into a trust agreement with a
                  person or corporation selected by the Chief Executive Officer
                  of the Corporation to act as Trustee of Retirement
                  Contributions. The Trustee shall receive all Retirement
                  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.

         B.       The trust agreement shall be in such form and contain such
                  provisions as the Chief Executive Officer of the Corporation
                  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.

         C.       The Chief Executive Officer of the Corporation 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 Chief Executive Officer of the Corporation shall, upon
                  removal or resignation of a Trustee, appoint a successor
                  Trustee.

         D.       The Trustee's accounts, books, and records relating to the
                  Trust may be audited annually by auditors selected by the
                  Chief Executive Officer of the Corporation.

         E.       Brokerage fees, asset management fees, investment management
                  fees and other direct costs of investment and taxes (including
                  interest and penalties) 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.

II.      Establishment of Investment Funds. The Trust shall consist of the K-C
         Stock Fund and such other Funds as have been established by the Named
         Fiduciary. The Named Fiduciary may, from time to time, in its
         discretion, establish additional funds or terminate any Fund. The Funds
         may include, but shall not be limited to, funds managed by the Trustee,
         by an insurance company, or by an investment company regulated under
         the Investment Company Act of 1940.

III.     Fund Investments. Any of the Funds referred to in Section 6.2 above
         may, in whole or in part, be invested in any common, collective, or
         commingled trust fund maintained by the Trustee or another financial
         institution, which is invested principally in property of the kind
         specified for that particular investment Fund or for the temporary
         investment of assets, and which is maintained for the investment of the
         assets of plans and trusts which are qualified under the provisions of
         Section 401(a) of the Code and exempt from Federal taxation under the
         provisions of Section 501(a) of the Code, and during such period of
         time as an investment through any such medium exists the declaration of
         trust of such trust shall constitute a part of the applicable Trust
         Agreement.

IV.      Reinvestment of Income. All interest, dividends, and other income, as
         well as cash received from the sale or exchange of securities or other
         property, produced by each of the Funds or any losses incurred by each
         of the Funds, shall be reinvested in or deducted from the same Fund
         which produced such proceeds, interest, dividends other income or
         losses.

V.       Plan Expenses. The expenses of administering the Plan, including
         Trustee's fees, shall be paid from the Trust and allocated among the
         Retirement Accounts of the Participants and Terminated Participants
         except to the extent that the Corporation, in its sole discretion, has
         determined that the Employer shall pay any such expenses. The transfer
         taxes, brokerage fees and other expenses in connection with the
         purchase, sale or distribution of Corporation Stock shall be paid by
         the Trust, and shall be deemed part of the cost of such Corporation
         Stock, or deducted in computing the sale proceeds therefrom, as the
         case may be



                                      183
<PAGE>   22



         except to the extent that the Corporation, in its sole discretion,
         determines that such taxes, fees or expenses (other than transfer taxes
         on distribution) shall be paid by the Employer.





                                      184
<PAGE>   23




                                   ARTICLE VII

                              INVESTMENT DIRECTIONS


7.1      Investment of Contributions. Each Eligible Employee upon becoming a
         Participant shall, upon Timely Notice, direct that his Retirement
         Contributions be paid into and invested in any one or more of the
         Investment Funds in such percentages as the Participant may direct;
         provided, however, that such percentage investment in any Investment
         Fund shall be in multiples of one percent (1%) of his Retirement
         Contributions. In the event the Participant does not elect the manner
         in which his Retirement Contributions are to be invested, the Trustee
         shall invest such contributions in the Money Market Fund (as defined in
         the Kimberly-Clark Corporation Salaried Employees Incentive Investment
         Plan) until such time as the Participant elects the manner in which his
         Retirement Contributions are to be invested.

7.2      Investment Election. The percentage investment of a Participant's
         future Retirement Contributions to be paid into and invested in any one
         or more of the Investment Funds may be changed upon Timely Notice;
         provided, however, that such percentage investment in any Investment
         Fund shall be in multiples of one percent (1%) of the Retirement
         Contributions.

7.3      Reallocations. A Participant may, by making a request in the manner,
         and subject to any restrictions, prescribed by the Committee, direct
         that any portion, in multiples of one percent (1%), of his interest in
         any one or more of the Investment Funds be reallocated to any one or
         more of the other Investment Funds.

7.4      Fund Transfers: A Participant may, by making a request in the manner,
         and subject to any restrictions, prescribed by the Committee, direct
         that any portion, either in multiples of one percent (1%) or in a
         dollar amount, of his interest in any one or more of the Investment
         Funds be transferred to any one or more of the other Investment Funds.

7.5      Effective Date of Investment Changes. Any request made pursuant to the
         provisions of Sections 7.1 through 7.4 above may be made upon Timely
         Notice and, subject to any restrictions prescribed by the Committee,
         shall take effect as soon as practicable after such request is
         received.

7.6      Valuation. Any reallocation or transfer made pursuant to the provisions
         of Section 7.3 or 7.4 shall be based upon the value of the
         Participant's interest in any Investment Fund on the Valuation Date on
         which such transaction takes effect, subject to any restrictions
         prescribed by the Committee.

7.7      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 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 confidential 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 his
         K-C Stock Fund Accounts for all plans maintained by an Employer in
         which he participates.

7.8      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 the 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



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         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 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 his K-C Stock Fund Accounts for all plans maintained by an
         Employer in which he participates.

7.9      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
         Retirement Accounts of Participants shall be appropriately credited.
         Shares of Corporation Stock received by the Trustee by reason of a
         stock split or stock dividend shall be appropriately allocated to the
         Retirement Accounts of Participants.



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                                  ARTICLE VIII

                                     VESTING


8.1      Five Years of Service. A Participant's interest in his Retirement
         Account shall be fully vested upon the Participant's completion of five
         Years of Service; provided, however, that a Participant who was
         employed by Scott Paper Company on December 12, 1995 shall be fully
         vested in his Retirement Account.

8.2      Other Vesting Events. Notwithstanding the above, each Participant's
         interest in his Retirement Contributions (and any earnings thereon)
         made on his behalf shall be vested in such Participant in whole, upon

         (a)      his attainment of Normal Retirement Age or upon termination of
                  employment due to his death; or

         (b)      the termination or partial termination of the Plan, or the
                  complete discontinuance of all Retirement Contributions under
                  the Plan (provided, however, that such discontinuance or
                  partial termination relates to such Participant).

8.3      Forfeitures and Restorations. If a Participant incurs a Severance from
         Service Date other than by reason of an event described in Section 8.2
         above, his interest in unvested Retirement Contributions and any
         earnings thereon shall be forfeited for the Plan Years in which (a) the
         Participant incurs five consecutive One-Year Periods of Severance or
         (b) if earlier, the Participant receives a distribution of his entire
         vested interest in his Retirement Account. A Participant who is not
         vested on his Severance from Service Date shall be deemed to receive a
         distribution of zero dollars ($0) on such date. If a Participant who
         incurs a forfeiture on account of his incurring a Severance from
         Service Date is re-employed by the Employer prior to incurring five
         consecutive One-Year Periods of Severance, he or she shall have
         restored to his Retirement Account the amount forfeited in accordance
         with the above. Such restored amount shall be invested according to the
         Participant's elections then in effect under Section 7.2. The Committee
         shall maintain, or cause to be maintained, a record of the amounts
         required to be restored hereunder, and the Employer shall pay such
         amounts within thirty (30) days of such notice either from current
         forfeitures or from an additional contribution by the Employer. Any
         forfeiture not restored to a Participant's Retirement Account shall be
         applied to reduce future Retirement Contributions under the Plan.

8.4      Coosa 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 Retirement Account and shall be entitled to receive
         a distribution of the entire amount then in his Retirement Account in
         accordance with Article IX 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 Coosa Pines Golf Club Inc., or
                  (ii) an Employee of an Employer located at Coosa Pines,
                  Alabama; and

         (b)      such termination of employment must be involuntary on the part
                  of the Participant and be caused solely by the elimination of
                  his job function from his Employer due to the sale of the
                  assets of the Coosa pulp and newsprint mill facility and
                  woodlands under the Assets Purchase Agreement entered into
                  between the Corporation and Alliance Forest Products, Inc.
                  dated as of February 14, 1997, and such termination of
                  employment must occur on or within 30 days after the Closing
                  Date of such Assets Purchase Agreement.

8.5      K-C Aviation Benefit. Notwithstanding any other provision of the Plan,
         a Participant shall be fully vested in his Accounts as of the date on
         which he ceases to be an Eligible Employee under the Plan, if such
         Participant meets all of the following conditions:

         (a)      immediately prior to the Closing Date, as defined in the
                  Agreement of Purchase and Sale dated as of July 23, 1998 by
                  and between the Corporation and Gulfstream Aerospace
                  Corporation (the "Agreement"), he must have been an Employee
                  employed by the Corporation or K-C Aviation Inc.; and

         (b)      as of the Closing Date, as defined in the Agreement, he must
                  have ceased to be an Eligible Employee solely on account of
                  the sale of the stock of K-C Aviation Inc. pursuant to the
                  Agreement, and he must either (i) be employed by the Buyer, as
                  defined in the Agreement, immediately after he ceases to be an
                  Eligible Employee hereunder, or (ii)



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                  have been on a long-term disability leave of absence from K-C
                  Aviation Inc. as of the Closing Date, as defined in the
                  Agreement.

8.6      Southeast Timberlands 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 Retirement Account and shall be
         entitled to receive a distribution of the entire amount then in his
         Retirement Account in accordance with Article IX if such Participant
         meets all of the following conditions:

         (a)      immediately prior to his termination of employment he must
                  have been (i) an Employee employed with respect to the
                  Southeast Timberlands operations; and

         (b)      such termination of employment must be involuntary on the part
                  of the Participant and be caused solely by the elimination of
                  his job function from his Employer due to the closure or sale
                  of all or a portion of the assets of the Southeast
                  Timberlands, and such termination of employment must occur on
                  or after May 1, 1999.

8.7      Mobile Pulp Mill 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 Retirement Account and shall be entitled
         to receive a distribution of the entire amount then in his Retirement
         Account in accordance with Article IX if such Participant meets all of
         the following conditions:

         (a)      immediately prior to his termination of employment he must
                  have been (i) an Employee employed at the Mobile Pulp Mill;
                  and

         (b)      such termination of employment must be involuntary on the part
                  of the Participant and be caused solely by the elimination of
                  his job function from his Employer due to the shutdown of the
                  Mobile Pulp Mill, and such termination of employment must
                  occur during August or September 1999.

8.8      Durafab-Cleburne 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 Retirement Account and shall be entitled
         to receive a distribution of the entire amount then in his Retirement
         Account in accordance with Article IX if such Participant meets all of
         the following conditions:

         (a)      immediately prior to his termination of employment he must
                  have been (i) an Employee employed at the K-C Apparel Plant of
                  Durafab, Inc. in Cleburne, Texas; and

         (b)      such termination of employment must be involuntary on the part
                  of the Participant and be caused solely by the elimination of
                  his job function from his Employer due to the closure of the
                  K-C Apparel Plant of Durafab, Inc. in Cleburne, Texas, and
                  such termination of employment must occur on or after February
                  1, 2000.



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                                   ARTICLE IX

                          DISTRIBUTIONS AND WITHDRAWALS


9.1      Optional Forms of Distribution. A Terminated Participant may, upon
         Timely Notice elect any one of the following optional forms of
         distribution:

         (a)      All Cash Distribution. An "All Cash Distribution" of a
                  Participant's Retirement Account means a single distribution
                  consisting of the cash equivalent of the Current Market Value
                  on the Valuation Date of the Participant's vested percentage
                  of his Retirement Account.

         (b)      Stock and Cash Distribution. A "Stock and Cash Distribution"
                  of a Participant's Retirement Account means one distribution
                  consisting of:

                  (i)      the cash equivalent of the Current Market Value of
                           the Participant's vested percentage of his Retirement
                           Account, except his interest in the K-C Stock Fund,
                           and

                  (ii)     full shares of Corporation Stock attributable to the
                           Participant's vested percentage interest in the K-C
                           Stock Fund, together with the cash equivalent of the
                           Current Market Value of fractional shares of such
                           Corporation Stock.

         (c)      Installment Distribution. An "Installment Distribution" shall
                  mean the cash equivalent of the Current Market Value of the
                  Participant's vested percentage of his Retirement Account paid
                  monthly in cash for a specified number of years elected by the
                  Participant, not to exceed the lesser of the Participant's
                  life expectancy or 20; provided, however, that an Installment
                  Distribution is available only to Terminated Participants upon
                  attainment of age 55. The value of each payment shall be
                  determined on a declining balance method.

                  Prior to the distribution of the final payment of an
                  Installment Distribution, a Participant may elect:

                  (i)      to receive the remaining balance in his Retirement
                           Account as a Lump Sum Distribution;

                  (ii)     to change the elected period of the Installment
                           Distribution; or

                  (iii)    to receive a Partial Distribution from the remaining
                           balance in his Retirement Account.

9.2      Lump Sum and Partial Distributions. A Lump Sum Distribution or a
         Partial Distribution may be elected by any Participant in the form of
         an All Cash Distribution or a Stock and Cash Distribution.

9.3      Distribution by Reason of Death.

         (a)      A Participant may designate a Beneficiary or Beneficiaries to
                  receive the amount in the Participant's Retirement Account in
                  case of his death, or to receive any balance due to the
                  Participant at the time of his death under Section 9.1(c)
                  above. If a Participant's participation terminates by reason
                  of his death, his Beneficiary shall be entitled to receive
                  distribution in full of the total amount in his Retirement
                  Account. Such distribution shall be in the form of a lump sum
                  payment in cash of the total amount in the Participant's
                  Retirement Account, or at the election of the Beneficiary and
                  in the manner prescribed by the Committee, such distribution
                  may be made in one of the forms specified in Section 9.1
                  above.

         (b)      In case of the Participant's death, the amount in the
                  Participant's Retirement Account shall be distributed in
                  accordance with the Plan to the designated Beneficiary or
                  Beneficiaries. If a married Participant designates a
                  Beneficiary or Beneficiaries other than his surviving spouse
                  at the time of such designation, such designation shall not be
                  effective (and the Participant's spouse shall be the
                  Beneficiary) unless:

                  (ii)     the spouse consents in writing to such designation;



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<PAGE>   28
                  (ii)     the spouse's consent acknowledges the effect of such
                           designation, which consent shall be irrevocable; and

                  (iii)    the spouse executes the consent in the presence of
                           either a Plan representative designated by the
                           Committee or a notary public.

         (c)      Notwithstanding the foregoing, such consent shall not be
                  required if the Participant establishes to the satisfaction of
                  the Committee that such consent cannot be obtained because (i)
                  there is no spouse; (ii) the spouse cannot be located after
                  reasonable efforts have been made; or (iii) other
                  circumstances exist to excuse spousal consent under applicable
                  regulations. Each Beneficiary designation made by a
                  Participant shall at all times satisfy the requirements of
                  this Section 9.2; if at any time such designation shall fail
                  to satisfy the requirements of this Section 9.2, such
                  designation shall thereupon be deemed null and void. A
                  Participant may designate a different Beneficiary provided he
                  or she complies with the spousal consent requirements
                  described above. If the Participant fails to designate a
                  Beneficiary in accordance with the provisions of this Section
                  9.2, or if the designated Beneficiary predeceases the
                  Participant, the total amount in his Retirement Account shall
                  be distributed to the Participant's estate in the form of an
                  All Cash Distribution as soon as practicable after the
                  Participant's death.

9.4      Distribution Upon Termination of Employment for Reasons Other than
         Death. A Participant who is entitled to receive a distribution of his
         Retirement Account due to the termination of his employment for any
         reason except death, may on Timely Notice elect to receive such
         distribution in the form of an All Cash Distribution, a Stock and Cash
         Distribution or, if eligible under Section 9.1(c), an Installment
         Distribution, at any time; provided, however, that 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 Retirement Account; provided,
         further, that the distribution provisions of this Article IX shall not
         apply for a Participant or Terminated Participant whose qualified
         domestic relations order is pending approval by the Plan Administrator.

9.5      Small Distributions. Anything to the contrary herein notwithstanding,
         if a Participant's Retirement Account does not exceed $5,000 as
         provided under Code section 411(a)(11) and has never exceeded the
         amount provided under Code section 411(a)(11) at the time of any prior
         distribution (or such amount as the Secretary of Treasury shall
         specify) the Committee shall direct the distribution of the
         Participant's Retirement Account as an All Cash Distribution or Stock
         and Cash Distribution, as elected by the Participant or his
         Beneficiary, following the Participant's Severance from Service Date;
         provided, however, that if no election is made within three months
         after the Participant's Severance from Service Date, such distribution
         shall be in the form of an All Cash Distribution.

9.6      Consent Required. In the case of a Terminated Participant whose vested
         Retirement Account balance exceeds five thousand dollars ($5,000), no
         distribution shall be made (or commence) without the consent of the
         Terminated Participant. If the Terminated Participant does not so
         consent, then distribution will be deferred until the earlier of when a
         Terminated Participant consents to such distribution, or until the
         Participant attains age 65.

9.7      Evidence of Right to Receive Benefit: The Plan Administrator may
         require proper proof of death, paternity, maternity, and such evidence
         of the right of any person to receive a distribution payable as a
         result of the death of a Participant as the Plan Administrator may deem
         desirable. The Plan Administrator's determination of death, paternity,
         maternity and the right of any person to receive payment shall be
         conclusive.

9.8      Required Distributions. Notwithstanding any provision of the Plan to
         the contrary, distribution of a Participant's or Terminated
         Participant's Accounts shall commence no later than the earlier of:

         (a)      April 1 of the calendar year following the later of

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

                  (ii)     the calendar year in which the Participant retires,
                           as defined under Section 401(a)(9) of the Code, or
                           terminates employment, or

                  with respect to a Participant or Terminated Participant who is
                  a five percent owner as defined in Code Section 401(a)(9),
                  April 1 of the calendar year following the calendar year in
                  which the Participant or Terminated Participant attains age
                  70 1/2.



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         (b)      unless the Participant elects a later date (which can be no
                  later than the date specified in (a) above), the 60th day
                  after the latest of:

                  (i)      the close of the Plan Year in which the Participant
                           attains age 65,

                  (ii)     the close of the Plan Year which includes the date 10
                           years after the date the Participant first commenced
                           participating in the Plan, or

                  (iii)    the close of the Plan Year in which the Participant
                           terminated employment with his Employer.

         (c)      The Accounts of a Participant or Terminated Participant shall
                  be distributed to a Beneficiary who is the surviving spouse,
                  commencing on or before the later of the date on which the
                  Participant or Terminated Participant would have attained age
                  70-1/2 or one year after the date of the Participant's or
                  Terminated Participant's death, or (ii) to a Beneficiary who
                  is not the surviving spouse, within five years of the
                  Participant's or Terminated Participant's death, or, in each
                  case, such other period specified under the requirements of
                  Code section 401(a)(9) and the regulations thereunder.

         (d)      All distributions from the Plan shall be made in accordance
                  with the requirements of Code section 401(a)(9) and the
                  regulations thereunder, including the minimum distribution
                  incidental benefit requirements; provided, however that the
                  Committee may, in its discretion, designate any distribution
                  date which complies with the preceding provisions.

9.9      Direct Rollovers. In the event any payment or payments to be made to a
         Terminated Participant, a Beneficiary who is the surviving spouse of a
         Participant or Terminated Participant, or an Alternate Payee who is the
         former spouse of a Participant or Terminated Participant under the Plan
         would constitute an "eligible rollover distribution," such distributee
         may request that such payment or payments be transferred directly from
         the Trust to the trustee of (a) an individual retirement account
         described in Section 408(a) of the Code, (b) an individual retirement
         annuity described in Section 408(b) of the Code (other than an
         endowment contract), (c) an annuity plan described in Section 403(a) of
         the Code, or (d) a qualified retirement plan the terms of which permit
         the acceptance of rollover distributions; provided, however, that
         clause (c) and (d) shall not apply to an eligible rollover distribution
         made to a Beneficiary who is not the surviving spouse of a Participant
         or Terminated Participant. Any such request shall be made in writing,
         on the form prescribed by the Committee for such purpose, at such time
         in advance as the Committee may specify.

         For purposes of this Section 9.9, an eligible rollover distribution
         shall mean a distribution from the Plan, excluding (a) any distribution
         that is one of a series of substantially equal periodic payments (not
         less frequently than annually) over the life (or life expectancy) of
         the individual, the lives (or life expectancies) of the individual and
         the individual's designated Beneficiary, or a specified period of ten
         (10) or more years, (b) any distribution to the extent such
         distribution is required under Section 401(a)(9) of the Code, (c) any
         distribution to the extent such distribution is not included in gross
         income (determined without regard to the exclusion for net unrealized
         appreciation of Corporation Stock), and (d) any hardship distribution
         described in Section 401(k)(2)(B)(i)(IV) of the Code; it being
         understood that the Plan does not provide for such hardship
         distribution.

9.10     Withdrawals. No withdrawals may be made from a Participant's Retirement
         Account. Notwithstanding the foregoing, a Terminated Participant may,
         by making a request in the manner prescribed by the Committee, withdraw
         all or any portion of the total value of the vested portion of his
         Retirement Account.

9.11     Unclaimed Benefits. During the time when a benefit hereunder is payable
         to any Terminated Participant or, if deceased, his Beneficiary, the
         Committee may 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 the
         Plan Year within which such 12-month period ends, but shall be subject
         to restoration through and Employer contribution if the lost
         Participant or such Beneficiary later files a claim for such benefits.



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                                    ARTICLE X

                       INCENTIVE INVESTMENT PLAN COMMITTEE


I.       Membership. The Committee shall mean the Salaried Employees Incentive
         Investment Plan Committee, the members of which shall serve at the
         pleasure of the Chief Executive Officer of the Corporation. The
         Committee shall not receive compensation for its services. Committee
         expenses shall be paid by the Corporation.

II.      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 Executive 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, as it may deem necessary and appropriate.

III.     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.

IV.      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.

V.       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.

VI.      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
         Retirement Contributions.

VII.     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.

VIII.    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.

IX.      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.



                                      192
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X.       Plan Administrator. The Corporation shall be the Plan Administrator as
         described in ERISA.

XI.      Service of Process. The Corporation shall be the designated recipient
         of service of process with respect to legal actions regarding the Plan.



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                                   ARTICLE XI

                            AMENDMENT AND TERMINATION


11.1     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 Retirement
         Contributions or may terminate the Plan, provided, however, that

         (a)      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;

         (b)      no such action shall adversely affect the rights or interests
                  of Participants theretofore vested under the Plan; and

         (c)      in the event of termination of the Plan or complete
                  discontinuance of Retirement 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 Committee, using its prescribed
         procedures, if such action

         (a)      is required by law,

         (b)      is estimated not to increase the annual cost of the Plan by
                  more than $1,000,000, or

         (c)      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 Committee shall be made by or pursuant
         to a resolution duly adopted by the Board or Committee and shall be
         evidenced by such resolution or by a written instrument executed by
         such persons as the Board or Committee shall authorize for such
         purpose.

         The Committee 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.

         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.



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                                   ARTICLE XII

                                  MISCELLANEOUS


I.       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.

II.      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 or the Named Fiduciary 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.

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

IV.      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 Retirement
         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
         Retirement Contributions hereunder.

V.       Indemnification of Committee. The Employers shall indemnify the
         Committee and the Named Fiduciary and each member thereof 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.

VI.      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.

VII.     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
         Retirement Account 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.

VIII.    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.



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<PAGE>   34



IX.      Qualified Domestic Relations Orders. Anything in this Plan to the
         contrary notwithstanding:

         A.       Alternate Payee's Account. 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 a
                  separate Retirement Account similar to the Retirement Account
                  of the Participant specified in the qualified domestic
                  relations order. The alternate payee's Retirement Accounts
                  shall be credited with his interest in such Participant's
                  Retirement Accounts, as determined under the qualified
                  domestic relations order.

         B.       Investment of Alternate Payee's Account. Unless a Qualified
                  Domestic Relations Order provides to the contrary, an
                  Alternate Payee shall have the right to direct the investment
                  of any portion of a Participant's Retirement Account payable
                  to the Alternate Payee under such order in the same manner as
                  provided in this Article VII with respect to a Participant,
                  which amounts shall be separately accounted for by the Trustee
                  in the Alternate Payee's name.

         C.       Alternate Payee's Beneficiary. Except to the extent otherwise
                  provided by the Qualified Domestic Relations Order relating to
                  an Alternate Payee:

                  1.       the Alternate Payee may designate on Timely Notice a
                           beneficiary, and

                  2.       the beneficiary of the Alternate Payee shall be
                           accorded under the Plan all the rights and privileges
                           of the Beneficiary of a Participant in the same
                           manner as provided in Section 9.1 (except that no
                           spousal consent shall be required). If the Alternate
                           Payee does not designate a Beneficiary, or if the
                           Beneficiary predeceases the Alternate Payee, benefits
                           payable to the Alternate Payee which have not been
                           distributed shall be paid to the Alternate Payee's
                           estate.

         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 Article IX and shall include only such
                  amounts as have become vested; provided, however, that if a
                  Qualified Domestic Relations Order so provides, a distribution
                  of the total vested amount awarded to the Alternate Payee 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)). An Alternate Payee shall be eligible
                  for an Installment Distribution under Section 9.1(c) only if
                  the Participant is eligible for such distribution.

         E.       Vesting of Alternate Payee's Account. In the event that the
                  Qualified Domestic Relations Order provides for all or part of
                  the non-vested portion of the Participant's Retirement Account
                  to be credited to the account of the Alternate Payee, such
                  amounts shall vest and/or be forfeited at the same time and in
                  the same manner as the Retirement Account of the Participant
                  specified in the Qualified Domestic Relations Order; provided,
                  however, that no forfeiture shall result to the account of the
                  Alternate Payee due to any distribution to or withdrawal by
                  the Participant from his Retirement Account or any
                  distribution to or withdrawal by the Alternate Payee from the
                  vested portion of the account of the Alternate Payee.

X.       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 $150,000, adjusted for changes in the cost of living
         as provided in Code sections 401(a)(17)(B) and 415(d).



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<PAGE>   35



                                  ARTICLE XIII

                                     MERGER


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



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<PAGE>   36



                                   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 or, in the case of the first Plan
         Year, the last day of such Plan Year, based on valuations as of such
         date, the sum of the present value of accrued benefits and Accounts of
         "key employees" (within the meaning of Code section 416) exceeds 60% of
         a similar sum for all employees under (i) each plan of the Employer or
         any Affiliated Employer in which a "key employee" participates, (ii)
         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 and (iii) each other plan of the Employer or any
         Affiliated Employer which, if aggregated with the plan described in (i)
         and (ii), would not cause any such plan described in this clause (iii)
         to fail to satisfy the requirements of Code Sections 401(a)(4) or 410.
         A Plan Year during which such rules apply shall be known as a
         "Top-Heavy Plan Year."

                  (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 Retirement
                           Account 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) 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.

                           Any contribution made pursuant to this subsection
                  14.1(b) shall be allocated to the Retirement Account on behalf
                  of the employee for whom such contribution is made.

         (c)      Additional Limitations. No allocations may be made to the
                  Account of a Participant the sum of whose defined benefit plan
                  fraction and defined contribution plan fraction, as defined in
                  Code section 415(e), exceeds 1.0 when the dollar amounts, as
                  defined in Section 12.2(b) hereof, are multiplied by 1.0
                  rather than 1.25.

                           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.

         (d)      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 this
                  Plan.



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<PAGE>   37



                                   APPENDIX A

                     LIST OF EMPLOYERS, PARTICIPATING UNITS
                      AND EFFECTIVE DATES OF PARTICIPATION


<TABLE>
<CAPTION>
Employers                                   Participating Units                          Effective Date
---------                                   -------------------                          --------------
<S>                                         <C>                                          <C>
Kimberly-Clark Corporation                  All salaried employees*                      January 1, 1997


                                            All hourly employees* at the Beech
                                            Island Mill, Berkeley Mill, and New
                                            Milford Mill.

                                            All hourly organized employees at            September 1, 2000
                                            the Kimtech Machinists Unit and the
                                            Kimtech Machinery Installation Unit
                                            who are represented by Lodge 1855 of
                                            the International Association of
                                            Machinists and Aerospace Workers,
                                            AFL-CIO*

                                            All salaried employees and hourly            January 1, 1997
                                            employees of Sani-Fresh
                                            International division located at
                                            San Antonio, Texas.*

                                            All hourly organized employees at            January 1, 1998
                                            the Mobile Operations who are
                                            represented by the United
                                            Paperworkers Union, Local Nos. 423,
                                            1421, 1575 and 1873, or the
                                            International Brotherhood of
                                            Electrical Workers, Local No. 2129*

                                            All hourly organized employees at            September 6, 1998
                                            the Chester Mill who are represented
                                            by the United Paperworkers Union,
                                            Local 448.*

                                            All hourly organized employees at            September 1, 2000
                                            the Everett Mill who are represented
                                            by the Association of Western Pulp
                                            and Paper Workers, Local Nos. 183
                                            and 644*

                                            All hourly organized employees at            September 1, 2000
                                            the Marinette Mill who are
                                            represented by the United
                                            Paperworkers International Union,
                                            Local No. 86


*Including those on temporary assignment at other Employers or in other classifications, but excluding employees on temporary
assignment
</TABLE>




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