KIMBERLY-CLARK CORPORATION RETIREMENT CONTRIBUTION PLAN

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:

(l)

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 .

(m)

Distribution Calendar Year : A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date . For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under subsection 9.8(b). The required minimum distributions for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date . The required minimum distribution for other Distribution Calendar Years , including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year .

(n)

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 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 Sections 125 or 132(f)(4) of the Code , but excluding any severance payments (except as provided in Section 4.3), payments made under the Kimberly-Clark Corporation 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 employee benefit programs), services 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.

(i)

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

(ii)

he is in a Participating Unit .

(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.

(p)

Employee : A person employed by an Employer .

(q)

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.

(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.

(v)

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 .

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:

(iv)

for purpose of caring for such child for a period beginning immediately following such birth or placement,

(w)

Investment Fund : The Self-Directed Brokerage Account and/or an unsegregated fund of the Plan including the K-C Stock Fund and the Target Date Funds and 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.

(x)

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.

(y)

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 .

(z)

Life Expectancy : Life Expectancy as computed by the use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

(aa)

Lump Sum Distribution : A single distribution of the entire amount of a Participant’s Retirement Account .

(bb)

Named Fiduciary : The Committee , as defined in Article X of the Plan, (the members of which are designated by the Chief Human Resources Officer of the Corporation ) shall be the Named Fiduciary of the Plan as defined in ERISA.

(cc)

Normal Retirement Age : The date an Eligible Employee becomes age 65.

(dd)

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.

(ee)

Partial Distribution : A distribution of a portion of a Participant’s Retirement Account .

(ff)

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.

(gg)

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.

(hh)

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

(ii)

Required Beginning Date : The date specified in subsection 9.8(a)(ii) of the Plan.

(jj)

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

(kk)

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

(ll)

Self-Directed Brokerage Account : An Investment Fund in which Participants may direct their investments in certain mutual funds or individual securities through a brokerage account pursuant to such limitations and procedures as may be approved by the Committee as it deems appropriate.

(mm)

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 Safeskin Transferees shall include services with Safeskin Corporation prior to January 1, 2001.

(nn)

Severance from Service Date : The earlier of:

(oo)

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.

(pp)

Target Date Funds : An Investment Fund consisting of various target retirement date funds managed by an investment manager, each of which target a different target retirement/maturity date and are designed to provide varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed income expenses based on the target retirement/maturity date.

(qq)

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 .

(rr)

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 and before March 28, 2005, with the aggregate value of the Participant’s Accounts exceeding $5,000, and who has not elected to receive a distribution under the Plan, or (iii) a Participant who has terminated employment with his Employer on or after March 28, 2005 with the aggregate value of the Participant’s Accounts exceeding $1,000 or a Participant who has previously terminated employment with his Employer prior to March 28, 2005 and on March 28, 2005 had an aggregate value of the Participant’s Accounts exceeding $1,000, and who has not elected to receive a distribution under the Plan.

(ss)

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.

(tt)

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

(uu)

Trustee : The trustee under the Trust .

(vv)

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

(ww)

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.

3.1

Effective Dates of Participation .

Plan, and such Eligible Employee who affirmatively elects shall become a Participant in the Plan effective January 1, 1998.

(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 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.

(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.

(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 .

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 .

4.3

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

Column A

Column B

Contribution Percentage

Contribution Percentage

Age Range

of Base Earnings

of Excess Earnings

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%

(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.

Age Range

Contribution Percentage of Eligible Earnings

2.05

%

2.20

%

2.35

%

2.45

%

2.60

%

3.05

%

3.50

%

3.80

%

(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.

Age Range

Contribution Percentage of Eligible Earnings

2.20

%

2.35

%

2.50

%

2.65

%

2.80

%

3.25

%

3.75

%

4.05

%

(d)

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 nonexempt salaried Participant at Avent, Inc. and each eligible hourly Participant at Avent Ft. Worth eligible for an allocation as determined below.

Age Range

Contribution Percentage of Eligible Earnings

1.05

%

1.15

%

1.25

%

1.30

%

1.40

%

1.60

%

1.85

%

2.00

%

(e)

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 Mobile eligible for an allocation as determined below, effective as of June 1, 2003.

Contributions to the Plan allocated to the Retirement Account of each eligible hourly organized Participant at Mobile made prior to June 1, 2003 shall be made pursuant to subsection 4.3(b) herein.

Age Range

Contribution Percentage of Eligible Earnings

2.75

%

2.95

%

3.15

%

3.30

%

3.50

%

4.10

%

4.70

%

5.10

%

(f)

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 Chester eligible for an allocation as determined below, effective as of April 1, 2004. Contributions to the Plan allocated to the Retirement Account of each eligible hourly organized Participant at Chester made prior to April 1, 2004 shall be made pursuant to subsection 4.3(b) herein.

Age Range

Contribution Percentage of Eligible Earnings

2.45

%

2.65

%

2.80

%

2.95

%

3.10

%

3.65

%

4.20

%

4.55

%

(g)

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 Marinette eligible for an allocation as determined below, effective as of May 1, 2004. Contributions to the Plan allocated to the Retirement Account of each eligible hourly organized Participant at Marinette made prior to May 1, 2004 shall be made pursuant to subsection 4.3(b) herein

Age Range

Contribution Percentage of Eligible Earnings

2.65

%

2.80

%

3.00

%

3.15

%

Age Range

Contribution Percentage of Eligible Earnings

3.35

%

3.90

%

4.50

%

4.85

%

(h)

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, effective beginning with the February 2006 Retirement Contribution for the January 2006 eligible Earnings . Contributions to the Plan allocated to the Retirement Account of each eligible hourly organized Participant at Everett made prior to such date shall be made pursuant to subsection 4.3(c) herein

Age Range

Contribution Percentage of Eligible Earnings

2.95

%

3.15

%

3.35

%

3.55

%

3.75

%

4.35

%

5.00

%

5.40

%

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 Participan t as soon as administratively possible following payment to the Trust .

A Participant may not allocate initial Retirement Contributions to the K-C Stock Fund , except as a transfer or reallocation under Section 7.3.

4.7

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

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.

For purposes of Section 4.7, the Participant’s account balance shall refer to the account balance as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated for forfeitures allocated to the account balance as of the dates in the valuation calendar year after the Valuation Date , and decreased by distributions made in the valuation calendar year after the Valuation Date . The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

5.1

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