Incentive Investment Plan [Amended and Restated] [2003] (2003)Full Document 

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                           KIMBERLY-CLARK CORPORATION
                            INCENTIVE INVESTMENT PLAN



                 Amended and Restated effective January 1, 2003







1


                                    ARTICLE I

                    NAME, PURPOSE AND EFFECTIVE DATE OF PLAN


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










                                   ARTICLE II

                          DEFINITIONS AND CONSTRUCTION


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

         (a)      Accounts: The accounts under the Plan to be maintained for
                  each Participant as provided in Section 6.2.

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

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

                  (ii) the Eligible Employee's Total Compensation for such Plan
                       Year.

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

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

                  (ii)     the Eligible Employee's Total Compensation for such
                           Plan Year.

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

         (e)      After-Tax Contributions: Contributions made by Participants on
                  an after-tax basis on or after January 6, 2003, including
                  Unrestricted After-Tax Contributions made prior to January 6,
                  2003, which include:

                  (i) Contributions made by Participants under subsection 3.2(b)
                      on an after-tax basis; or

                  (ii)     Employee contributions, as defined in Code section
                           401(m) and the regulations thereunder, contributed
                           prior to April 1, 1990 on account of which a Company
                           Matching Contribution was made under this Plan on
                           behalf of a Participant who was employed prior to
                           April 1, 1989; or

                  (iii)    Before-Tax Contributions in excess of the limitation
                           under subsection 3.5(a)(i) or in excess of the
                           limitation under subsection 3.5(b)(i) and which are
                           recharacterized under subsection 3.5(b)(ii) and any
                           other Employee contribution as defined under Code
                           section 401(m) and the regulations thereunder, on
                           account of which no Company Matching Contribution was
                           made to this Plan on behalf of the Participant.

         (f)      All Cash Distribution: As defined in subsection 7.3(c).

         (g)      All Stock Distribution: As defined in subsection 7.3(a).

         (h)      Ballard: Ballard Medical Products, a wholly-owned subsidiary
                  of the Corporation.

         (i)      Ballard Heritage Employee: An Employee of Ballard, as of
                  December 31, 1999, who had an Hour of Service on January 1,
                  2000. Except for purposes of Article III, a Ballard Heritage
                  Employee may also include a former employee of Ballard with an
                  account in the Ballard Savings Plan as of December 31, 1999
                  which was transferred to this Plan as of January 31, 2000.

         (j)      Ballard Heritage Rollover Account: An Account consisting of
                  Discretionary Contributions and Matching Contributions, as
                  defined under the Ballard Savings Plan, and earnings and
                  losses attributable thereto, transferred from the Ballard
                  Savings Plan as of January 31, 2000 with respect to Ballard
                  Heritage Employees, pursuant to the merger of the Ballard
                  Savings Plan herein, and rollovers made under a prior version
                  of this Plan, with earnings thereon.

         (k)      Ballard Savings Plan: the Ballard Medical Products 401(k)
                  Retirement Savings Plan.

         (l)      Base Earnings: An amount as determined by the Employer which
                  is that portion of an Eligible Employee's Total Compensation
                  from an Employer and consists only of regular earnings and
                  sales commissions, except as otherwise provided in the
                  Committee rules, while a Participant. Base Earnings shall be
                  determined before Before-Tax Contributions pursuant to
                  subsection 3.2(a), any elective wage reduction contributions
                  pursuant to Code sections 125 or 132(f)(4), are deducted.
                  With respect to any Eligible Employee on a foreign assignment,
                  such Eligible Employee's Base Earnings shall disregard any
                  adjustment which is made to such Eligible Employee's salary as
                  a result of such foreign assignment.  Notwithstanding the
                  foregoing, the amount of any Eligible Employee's compensation
                  which is taken into account for purposes of determining such
                  Eligible Employee's Base Earnings under the Plan shall not
                  exceed the limit set forth in Section 11.12.

         (m)      Basic After-Tax Contributions:

                  (i)      Contributions made by Participant under subsection
                           3.2(b) on an after-tax basis on account of which
                           Company Matching Contributions are made to the Plan
                           on behalf of the Participant before January 6, 2003;
                           or


                  (ii)     Before-Tax Contributions in excess of the limitation
                           under subsection 3.5(a)(i) or in excess of the
                           limitation under subsection 3.5(b)(i) which are
                           recharacterized under subsection 3.5(b)(iii), and any
                           other employee contributions, as defined in Code
                           section 401(m) and the regulations thereunder, on
                           account of which a Company Matching Contribution was
                           made to this Plan on behalf of the Participant before
                           January 6, 2003,

                  excluding any such employee contributions contributed prior to
                  April 1, 1990, or made on behalf of a Participant who was
                  employed prior to April 1, 1989.

         (n)      Beneficiary: The person or persons last designated on Timely
                  Notice by a Participant, provided the named person survives
                  the Participant. If no such person is validly designated as
                  provided under subsection 7.5(a), or if the designated person
                  predeceases the Participant, the Beneficiary shall be the
                  Participant's spouse, if living, and if not, the Participant's
                  estate.

         (o)      Before-Tax Contributions: Contributions made by Employers on
                  behalf of Participants under subsection 3.2(a) that are
                  considered deferred within the meaning of Code section 401(k)
                  and regulations thereunder. Effective January 6, 2003, for
                  individuals age 50 or over by the end of the Plan Year,
                  Before-Tax Contributions also include catch-up contributions
                  in accordance with Code section 414(v).

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

         (q)      Bond Index Fund: An Investment Fund consisting of U.S.
                  government and investment grade corporate bonds, and asset
                  backed and mortgage backed securities with the objective to
                  match the performance of the Lehman Brothers Aggregate Bond
                  Index, or such other similar index as may be selected by the
                  Named Fiduciary.

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

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

         (t)      Commissioner: The Commissioner of the Internal Revenue
                  Service.

         (u)      Committee: The committee appointed to administer and regulate
                  the Plan as provided in Article IX.

         (v)      Company Matching Contributions: Amounts contributed under the
                  Plan by Employers as provided in Article IV.

         (w)      Contributions: Amounts deposited under the Plan by or on
                  behalf of Participants including Before-Tax Contributions and
                  After-Tax Contributions as provided in Article III.

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

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

         (z)      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.

         (aa)     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.

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

                  (i) he is an Employee on the regular payroll of an Employer;
                      and

                  (ii) he is in a Participating Unit.

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

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

                  (i)      he is an Employee on the regular payroll of an
                           Employer, and

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

                  For purposes of the preceding sentence, a person shall be
                  considered on temporary assignment only if his period of
                  service for an Affiliate is expected to be of brief duration
                  not to exceed 2 years and if he is expected to resume services
                  for an Employer upon the expiration of the temporary
                  assignment with the Affiliate. A person shall also be
                  considered on temporary assignment at other Employers or in
                  other classifications or from another Employer or
                  classification only if his period of service in such
                  assignment is expected to be of brief duration not to exceed 2
                  years and if he is expected to resume services in his regular
                  assignment upon the expiration of such assignment.

         (cc)     Eligible Retirement Plan: A qualified plan under Code section
                  401(a), other than a plan sponsored by an Employer, including
                  a 401(k) plan, defined benefit pension plan, profit sharing or
                  thrift plan, SIMPLE 401(k) plan, stock bonus plan and employee
                  stock ownership plan, but specifically excluding an individual
                  retirement account under Code section 408(a), a tax-sheltered
                  annuity under Code section 403(b), an annuity plan under
                  section 403(a) of the Code, and an eligible deferred
                  compensation plan under section 457(b) of the Code.

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

         (ee)     Employee Accounts: Those Accounts which reflect that portion
                  of a Participant's interest in the Investment Funds which are
                  attributable to his Contributions, including his Rollover
                  Account, the Ballard Heritage Rollover Account, the KCTC
                  Heritage Rollover Account, and the Safeskin Transferee
                  Rollover Account.

         (ff)     Employer: The Corporation and each Subsidiary which the
                  Committee shall from time to time designate as an Employer for
                  purposes of the Plan pursuant to Article X hereof and which

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