KIMBERLY CLARK CORP
EX-10(I)
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex10i.txt
<DESCRIPTION>EX-10(I)
<TEXT>

                                                               Exhibit No. (10)i


                        SECOND SUPPLEMENTAL BENEFIT PLAN
                                     TO THE
                           KIMBERLY-CLARK CORPORATION
                                  PENSION PLAN

               Amended and Restated Effective as of April 15, 2002


1.       Use of Defined Terms. Capitalized terms used herein have the respective
         meanings ascribed to such terms as set forth in Section 6 below.

2.       Purpose. The Second Supplemental Benefit Plan is for the purpose of
         providing Participants and their Beneficiaries with such benefits, in
         addition to the Retirement Plan and the Supplemental Plan, as are
         necessary to fulfill the intent of the Retirement Plan without regard
         to Section 415 of the Code or any dollar limit imposed by the Code on
         the amount of compensation considered under the Retirement Plan. It is
         intended that the Second Supplemental Benefit Plan constitute an
         unfunded plan of deferred compensation for a select group of management
         or highly compensated employees, within the meaning of Title I of
         ERISA.

3.       Benefit. The Benefit of a Participant or a Survivor under the Second
         Supplemental Benefit Plan shall be the difference between:

         (a)      the monthly amount payable under the Retirement Plan, which
                  monthly amount shall be calculated (i) without regard to
                  Article XI of the Retirement Plan and (ii) using the term
                  Earnings defined as set forth in Section 6(f) of the Second
                  Supplemental Benefit Plan below; less

         (b)      the sum of (i) the monthly amount payable under the Retirement
                  Plan and (ii) the monthly amount payable under the
                  Supplemental Plan.

4.       Lump Sum Payments.

         (a)      Notwithstanding any other provision of the Retirement Plan, a
                  Participant (or surviving spouse or designated beneficiary, as
                  the case may be) shall be entitled to elect to receive his
                  Benefit payable under Section 3 as a Lump Sum Payment (subject
                  to any applicable payroll or other taxes required to be
                  withheld) under the following circumstances:

                           (i) The Participant (or surviving spouse or
                  designated beneficiary, as the case may be) has Timely Elected
                  to receive such Lump Sum Payment;

                           (ii) the Corporation experiences a Change of Control;
                  or

                           (iii) the Corporation's long-term credit rating falls
                  below Investment Grade.

<PAGE>

         (b)      If a Participant (or surviving spouse or designated
                  beneficiary, as the case may be) elects a Lump Sum Payment
                  pursuant to subsection 4(a)(i) above, such election is subject
                  to approval by the Retirement Trust Committee in its sole
                  discretion. In addition, the Lump Sum Payment shall be payable
                  at the same time as the payments are eligible to commence
                  under the Retirement Plan.

         (c)      If a Participant (or surviving spouse or designated
                  beneficiary, as the case may be) elects a Lump Sum Payment
                  pursuant to subsections 4(a)(ii) or 4(a)(iii) above, the Lump
                  Sum Payment shall be reduced for active employee Participants
                  by a penalty equal to ten percent (10%) of the Benefit
                  otherwise payable and for a former employee, or a surviving
                  spouse or designated beneficiary, by a penalty equal to five
                  percent (5%) of the Benefit otherwise payable.  Such penalty
                  shall be permanently forfeited and shall not be paid to or in
                  respect of, the Participant or surviving spouse or designated
                  beneficiary.  In addition, such election must be made within
                  two years after a Change of Control or within 90 days after
                  the date the Corporation's long-term credit rating falls
                  below Investment Grade.  Such Lump Sum Payment shall be made
                  within thirty days of the date of election.

         (d)      If a Participant has received a Lump Sum Payment pursuant to
                  this Section 4, such Participant may accrue an additional
                  Benefit under this Plan after the date of such Lump Sum
                  Payment, provided, however, that such future participation
                  shall not result in duplication of benefits. Accordingly, if
                  he has received a distribution of a Benefit under the Plan by
                  reason of prior participation, his Benefit shall be reduced by
                  the actuarial equivalent (at the date of the later
                  distribution) of the present value of the Benefit previously
                  paid hereunder.

         (e)      Notwithstanding any other provisions of this Second
                  Supplemental Benefit Plan to the contrary, in the event that
                  a portion of the Lump Sum Payment due a Participant pursuant
                  to this Section 4 would not be deductible by the Company
                  pursuant to Section 162(m) of the Code, the Company, at its
                  discretion, may postpone payment of such amounts to the
                  Participant until such time that the payments would be
                  deductible by the Company. Provided, however, that no payment
                  postponed pursuant to this subsection 4(e) shall be postponed
                  beyond the first anniversary of the date such Participant
                  terminated employment.  Any Lump Sum Payment postponed
                  pursuant to this subsection 4(e) shall include interest for
                  the period such Lump Sum Payment is postponed at a rate
                  yielding interest equivalent to the per annum secondary
                  market discount rate for six-month U.S. Treasury Bills as
                  published by the Federal Reserve Board for the calendar week
                  ending prior to January 1 (for interest to be credited for
                  either of the two subsequent fiscal uarters ending March 31
                  or June 30) or prior to July 1 (for interest to be credited
                  for either of the subsequent fiscal quarters ending on
                  September 30 or December 31), or such other rate as
                  determined pursuant to uniform Committee rules.

         (f)      Notwithstanding any other provisions of this Plan to the
                  contrary, except where waived by the Participant's spouse as
                  required under the provisions of the Retirement Plan, all
                  retirement benefits payable to a Participant shall be paid in
                  the same

<PAGE>

                  form as the benefits would be payable under the Retirement
                  Plan. Provided, however, for each Participant whose
                  employment terminates after February 18, 2002, if the amount
                  of the Lump Sum Distribution, calculated as if such
                  Participant (or surviving spouse or designated beneficiary,
                  as the case may be) had made an election to receive a Lump
                  Sum Distribution at the earliest time that such person could
                  have made an election under subsection 4(a)(i), does not
                  exceed $25,000, then such Lump Sum Distribution shall be paid
                  at the earliest time such person could have made an election
                  under subsection 4(a)(i).

5.       Amendment and Termination.  The Corporation, by action of its Board of
         Directors, may amend the Second Supplemental Benefit Plan in any
         respect, or terminate the Second Supplemental Benefit Plan; provided,
         however, that no such amendment or termination shall be effective to
         the extent it eliminates or reduces any "Section 411(d)(6) protected
         benefit" or adds or modifies conditions relating to "Section 411(d)(6)
         protected benefits" the result of which is a further restriction on
         such benefit unless such protected benefits are preserved with respect
         to benefits accrued as of the later of the adoption date or effective
         date of the amendment.  "Section 411(d)(6) protected benefits" are
         benefits described in Section 411(d)(6)(A) of the Internal Revenue
         Code of 1986, early retirement benefits and retirement-type subsidies,
         and optional forms of benefit.

6.       Definitions. The following capitalized terms shall have the respective
         meanings set forth below:

         (a)      "Benefit" shall mean a benefit payable pursuant to, and
                  determined in accordance with the provisions of the Second
                  Supplemental Benefit Plan.

         (b)      "Change of Control" shall mean that:  (i) a third person,
                  including a "group" as defined in Section 13(d)(3) of the
                  Securities Exchange Act of 1934, has acquired shares of the
                  Corporation having 20 percent or more of the total number of
                  votes that may be cast for the election of Directors of the
                  Corporation, or (ii) as the result of any cash tender or
                  exchange offer, merger or other business combination, sale of
                  assets or contested election, or any combination of the
                  foregoing transactions, the persons who were directors of the
                  Corporation before the transaction have ceased to constitute a
                  majority of the Board of Directors of the Corporation or any
                  successor to the Corporation.

         (c)      "Code" shall mean the Internal Revenue Code of 1986, as
                  amended.

         (d)      "Corporation" shall mean Kimberly-Clark Corporation, and any
                  successor corporation.

         (e)      "Committee" shall mean the Committee named under the
                  Retirement Plan.

         (f)      "Earnings" shall mean compensation paid by one or more of the
                  designated affiliated companies shown in Appendix B of the
                  Retirement Plan for personal services rendered to one or more
                  of such companies (before any withholding required by law or
                  authorized by the person to whom such compensation is

<PAGE>

                  payable), including overtime, bonuses, incentive compensation,
                  Regular Deferred Deposits and special Deferred Deposits under
                  the Kimberly-Clark Corporation Salaried Employees' Incentive
                  Investment Plan, and any salary or bonus, or both, deferred
                  under the Kimberly-Clark Corporation Deferred Compensation
                  Plan, but excluding any payments in lieu of vacation,
                  severance payments, compensation paid 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.

                  Notwithstanding the above, for Plan Years of the Retirement
                  Plan beginning on or after January 1, 1980, in the case of a
                  Participant on foreign assignment, as determined by the
                  Employer pursuant to rules adopted by the Committee, earnings
                  shall be base salary, as determined by the Participant's
                  Employer pursuant to rules adopted by the committee (without
                  regard to any limitation under Section 401(a)(17) of the Code)
                  plus overtime, bonuses, incentive compensation, and Regular
                  Deferred Deposits and Special Deferred Deposits under the
                  Kimberly-Clark Corporation Salaried Employees' Incentive
                  Investment Plan, and any salary or bonus, or both, deferred
                  under the Kimberly-Clark Corporation Deferred Compensation
                  Plan, but shall exclude foreign service premium, cost of
                  living adjustments, housing payments, tax equalization
                  payments, payments in lieu of vacation, severance payments,
                  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 award and all other special or unusual compensation
                  of any kind.

         (g)      "Employer" shall mean a participating employer shown in
                  Appendix A of the Retirement Plan.

         (h)      "ERISA" shall mean the Employee Retirement Income Security Act
                  of 1974, as amended.

         (i)      "Investment Grade" shall mean a bond rating of BBB minus, or
                  its equivalent, by one of the nationally recognized rating
                  agencies.

         (j)      "Lump Sum Payment" shall mean a form of benefit payable as a
                  lump sum cash payment, actuarially determined based on the
                  rate of interest equivalent to the yield on a 30-year Treasury
                  Bond as published in the Federal Reserve Statistical Release
                  for the week that contains the first business day of the month
                  prior to the date such Lump Sum payment is payable under this
                  Second Supplemental Benefit Plan, or such other rate as
                  determined pursuant to uniform Committee rules, and the
                  mortality table set forth for determining actuarial equivalent
                  benefits under Section 10.1(a) of the Retirement Plan, and (i)
                  in the case of a lump sum payment pursuant to subsection 4(a)
                  (i) of this Plan, based on the Participant's Benefit payable
                  from this Plan and his age at the date of such lump sum
                  payment, and (ii) in the case of a lump sum payment pursuant
                  to subsections 4(a)(ii) or 4(a)(iii) of this Plan, based on
                  the Participant's Benefit

<PAGE>

                  payable under this plan, the earliest age at which his Benefit
                  from the Retirement Plan could commence if he terminated
                  employment, and the early retirement reduction factor
                  applicable at such age of commencement. Notwithstanding the
                  foregoing, the 30-year Treasury Bond yield shall be used in
                  determining a lump sum cash payment so long as such rate is
                  published by the Federal Reserve. In the event that the
                  Federal Reserve ceases to publish the 30-year Treasury Bond
                  rate, a lump sum cash payment will be actuarially determined
                  based on the rate of interest equivalent to the yield on the
                  longest term Treasury Bond published in the Federal Reserve
                  Statistical Release which is no more than 30-years but not
                  less than for a 10-year term.

         (k)      "Participant" shall mean a participant in the Retirement Plan
                  who (i) is a "managerial or highly compensated employee" of an
                  Employer, within the meaning of Title I of ERISA, and (ii) has
                  earnings in excess of the limit provided under Section
                  401(a)(17) of the Code for any calendar year in which the
                  Participant participates in the Retirement Plan, except that
                  no individual shall be a participant herein to the extent that
                  such participation is precluded by an agreement between the
                  Corporation and such individual or such individual is subject
                  to a separate agreement regarding deferred compensation which
                  provides for similar benefits.

         (l)      "Retirement Plan" shall mean the Kimberly-Clark Corporation
                  Pension Plan, or any successor defined benefit pension plan.

         (m)      "Second Supplemental Benefit Plan" shall mean the Second
                  Supplemental Benefit Plan to the Kimberly-Clark Corporation
                  Pension Plan.

         (n)      "Supplemental Plan" shall mean the Supplemental Benefit Plan
                  to the Kimberly-Clark Corporation Pension Plan, or any
                  successor to such plan.

         (o)      "Survivor" shall refer to any of a Designated Beneficiary,
                  surviving spouse or Surviving Minor Children of a Participant,
                  within the meaning of the Retirement Plan.

         (p)      "Timely Elected" shall mean as follows:

                  (i)      For payments which commence under the Retirement Plan
                           prior to January 1, 1996, the Participant has elected
                           to receive such Lump Sum Payment either (aa) in the
                           calendar year prior to the year in which the payments
                           are eligible to commence under the Retirement Plan or
                           (bb) at least 90 days prior to the date such Lump Sum
                           payment is payable under this Second Supplemental
                           Benefit Plan;

                  (ii)     For payments which commence under the Retirement Plan
                           on or after January 1, 1996 and prior to February 18,
                           2002 the Participant has elected to receive such Lump
                           Sum Payment no later than the earlier of (aa) the
                           calendar year prior to the year in which the payments
                           are eligible

<PAGE>

                           to commence under the Retirement Plan, (bb) at least
                           90 days prior to the date such Lump Sum payment is
                           payable under this Second Supplemental Benefit Plan
                           or (cc) for Participants who terminate employment
                           prior to having attained age 55, the calendar year in
                           which the Participant attained age 54.

                  (iii)    For payments which commence under the Retirement Plan
                           on or after February 18, 2002 the Participant has
                           elected to receive such Lump Sum Payment no later
                           than the calendar year prior to the year in which the
                           payments are eligible to commence under the
                           Retirement Plan.

                  (iv)     In the event of the death of the Participant who has
                           not commenced payments under this Second Supplemental
                           Benefit Plan, the Participant's surviving spouse or
                           designated beneficiary, as the case may be may, with
                           the consent of the Retirement Trust Committee, elect
                           a Lump Sum Payment in writing no later than thirty
                           (30) days after the Participant's date of death.

                  (v)      In the event that a Participant terminates service
                           due to a Disability as described in Section 4.5, the
                           Participant may, with the consent of the Retirement
                           Trust Committee, elect a Lump Sum Payment in writing
                           no later than thirty (30) days after the date the
                           Participant is determined to be disabled by the
                           Committee for the Pension Plan.

7.       Miscellaneous

         (a)      The Corporation is the Plan Sponsor and Named Fiduciary of the
                  Second Supplemental Benefit Plan, within the meaning of ERISA.

         (b)      The Committee shall administer the Second Supplemental Benefit
                  Plan and shall have the same power and duties, and shall be
                  subject to the same limitations, as are set forth in the
                  Retirement Plan.

         (c)      An application or claim for a benefit under the Retirement
                  Plan, or an election to receive his benefit in a Lump Sum
                  Payment, shall constitute a claim for a Benefit under the
                  Second Supplemental Benefit Plan.






</TEXT>
</DOCUMENT>
