1
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 3, 1999
 
                                                     REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                    FORM S-8
 
                             Registration Statement
 
                                     Under
                           The Securities Act of 1933
 
                           KIMBERLY-CLARK CORPORATION
             (Exact name of Registrant as specified in its charter)
 
                                              
                    DELAWARE                                        39-0394230
          (State or Other Jurisdiction                           (I.R.S. Employer
       of Incorporation or Organization)                      Identification Number)
                P.O. BOX 619100                                     75261-9100
                 DALLAS, TEXAS                                      (Zip Code)
    (Address of Principal Executive Offices)
KIMBERLY-CLARK CORPORATION 1999 RESTRICTED STOCK PLAN (Full Title of the Plans) O. GEORGE EVERBACH SENIOR VICE PRESIDENT -- LAW AND GOVERNMENT AFFAIRS P.O. BOX 619100 DALLAS, TEXAS 75261-9100 (972) 281-1200 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------- Common Stock, $1.25 par value...... 2,500,000 shares $48.5625(1) $121,406,250(1) $33,751 - ----------------------------------------------------------------------------------------------------------------------- Preferred Stock Purchase Rights.... 2,500,000 rights (2) (2) (2) - ----------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, pursuant to Rule 457(c) thereunder, based on $48.5625, the average of the high and low prices of the common stock on January 28, 1999, as reported in the consolidated reporting system. (2) The preferred stock purchase rights initially are attached to and trade with the shares of common stock being registered hereby. Value attributable to such rights, if any, is reflected in the market price of the common stock. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by the Registrant with the Securities and Exchange Commission (the "SEC") are incorporated herein by reference: 1. The Registrant's Annual Report on Form 10-K for the year ended December 31, 1997; 2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998. 3. The Registrant's Current Reports on Form 8-K dated January 27, 1998, February 27, 1998 and January 26, 1999; 4. The description of the Registrant's Common Stock contained in the Joint Proxy Statement/Prospectus constituting a part of the Registrant's Registration Statement on Form S-4 (Registration No. 333-40013); and 5. The description of the Registrant's Preferred Stock Purchase Rights contained in Registration Statements on Form 8-A and amendments thereto filed by the Registrant with the SEC on June 21, 1988, June 13, 1995 and March 17, 1997. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain legal matters have been passed upon for the Registrant by O. George Everbach, Senior Vice President -- Law and Government Affairs of the Registrant. As of January 31, 1999, Mr. Everbach owned 59,648 shares of the Registrant's common stock and held options to acquire 258,718 shares of such common stock (of which options to acquire 145,118 shares are presently exercisable), and, as of January 6, 1999, 16,359.40 shares of such common stock were attributable to his account under the Registrant's Salaried Employees Incentive Investment Plan. Mr. Everbach also participates in other employee benefit plans of the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's By-laws (the "By-Laws") provide, among other things, that the Registrant shall (i) indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Registrant) by reason of the fact that he is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another corporation, or, in the case of a director or officer of the Registrant, is or was serving as an employee or agent of a partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the II-2 3 best interests of the Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, and (ii) indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Registrant to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another corporation, or, in the case of a director or officer of the Registrant, is or was serving as an employee or agent of a partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Registrant unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing, the Registrant is not required to indemnify any director or officer of the Registrant in connection with a proceeding (or portion thereof) initiated by such director or officer against the Registrant or any directors, officers or employees thereof unless (i) the initiation of such proceeding (or portion thereof) was authorized by the Board of Directors of the Registrant or (ii) notwithstanding the lack of such authorization, the person seeking indemnification is successful on the merits. The By-Laws further provide that the indemnification provided therein shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled. Section 145 of the General Corporation Law of the State of Delaware authorizes indemnification by the Registrant of directors and officers under the circumstances provided in the provisions of the By-Laws described above, and requires such indemnification for expenses actually and reasonably incurred to the extent a director or officer is successful in the defense of any action, or any claim, issue or matter therein. The Registrant has purchased insurance which purports to insure the Registrant against certain costs of indemnification which may be incurred by it pursuant to the By-Laws and to insure the officers and directors of the Registrant, and of its subsidiary companies, against certain liabilities incurred by them in the discharge of their functions as such officers and directors except for liabilities resulting from their own malfeasance. ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. The following is a list of Exhibits included as part of this Registration Statement. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. Items marked with an asterisk are filed herewith. 4.1 -- Restated Certificate of Incorporation of the Registrant, dated June 12, 1997, is hereby incorporated by reference to Exhibit No. 3a to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended June 30, 1997.
II-3 4 4.2 -- By-Laws of the Registrant, as amended November 22, 1996, are hereby incorporated by reference to Exhibit No. 4.2 to the Registration Statement on Form S-8 of the Registrant filed with the SEC on December 6, 1996 (Registration No. 33-17367). 4.3 -- Rights Agreement dated as of June 21, 1988, as amended and restated as of June 8, 1995, between the Registrant and The First National Bank of Boston, as Rights Agent, is hereby incorporated by reference to Exhibit No. 1 to the Registration Statement on Form 8-A/A of the Registrant filed with the SEC on June 13, 1995. 4.4 -- Certificate of Adjustment, dated March 7, 1997, filed by the Registrant with The First National Bank of Boston, as Rights Agent, is hereby incorporated by reference to Exhibit No. 2 to the Registration Statement on Form 8-A/A of the Registrant filed with the SEC on March 17, 1997. 4.5* -- Kimberly-Clark Corporation 1999 Restricted Stock Plan. 5* -- Opinion of O. George Everbach. 23.1* -- Consent of Deloitte & Touche LLP. 23.2* -- Consent of PricewaterhouseCoopers L.L.P. 23.3* -- Consent of O. George Everbach is contained in his opinion filed as Exhibit No. 5. 24* -- Powers of Attorney.
ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. II-4 5 (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-5 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on February 3, 1999. KIMBERLY-CLARK CORPORATION By: /s/ WAYNE R. SANDERS ---------------------------------- Wayne R. Sanders Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. /s/ WAYNE R. SANDERS Chairman of the Board and February 3, 1999 - ----------------------------------------------------- Chief Executive Officer Wayne R. Sanders and Director (principal executive officer) /s/ JOHN W. DONEHOWER Senior Vice President and February 3, 1999 - ----------------------------------------------------- Chief Financial Officer John W. Donehower (principal financial officer) /s/ RANDY J. VEST Vice President and February 3, 1999 - ----------------------------------------------------- Controller (principal Randy J. Vest accounting officer)
DIRECTORS * * - ----------------------------------------------------- ----------------------------------------------------- John F. Bergstrom Louis E. Levy * * - ----------------------------------------------------- ----------------------------------------------------- Pastora San Juan Cafferty Frank A. McPherson * * - ----------------------------------------------------- ----------------------------------------------------- Paul J. Collins Linda Johnson Rice * * - ----------------------------------------------------- ----------------------------------------------------- Robert W. Decherd Wolfgang R. Schmitt * * - ----------------------------------------------------- ----------------------------------------------------- William O. Fifield Randall L. Tobias - ----------------------------------------------------- Claudio X. Gonzalez February 3, 1999 *By: /s/ O. GEORGE EVERBACH ------------------------------------------------ O. George Everbach Attorney-in-Fact
II-6 7 EXHIBIT INDEX The following is a list of Exhibits included as part of this Registration Statement. Items marked with an asterisk are filed herewith.
NO. DESCRIPTION OF EXHIBIT --- ---------------------- 4.1 -- Restated Certificate of Incorporation of the Registrant, dated June 12, 1997, is hereby incorporated by reference to Exhibit No. 3a to the Quarterly Report on Form 10-Q of the Registrant for the quarter ended June 30, 1997. 4.2 -- By-Laws of the Registrant, as amended November 22, 1996, are hereby incorporated by reference to Exhibit No. 4.2 to the Registration Statement on Form S-8 of the Registrant filed with the SEC on December 6, 1996 (Registration No. 33-17367). 4.3 -- Rights Agreement dated as of June 21, 1988, as amended and restated as of June 8, 1995, between the Registrant and The First National Bank of Boston, as Rights Agent, is hereby incorporated by reference to Exhibit No. 1 to the Registration Statement on Form 8-A/A of the Registrant filed with the SEC on June 13, 1995. 4.4 -- Certificate of Adjustment, dated March 7, 1997, filed by the Registrant with The First National Bank of Boston, as Rights Agent, is hereby incorporated by reference to Exhibit No. 2 to the Registration Statement on Form 8-A/A of the Registrant filed with the SEC on March 17, 1997. 4.5* -- 1999 Restricted Stock Plan. 5* -- Opinion of O. George Everbach. 23.1* -- Consent of Deloitte & Touche LLP. 23.2* -- Consent of PricewaterhouseCoopers L.L.P. 23.3* -- Consent of O. George Everbach is contained in his opinion filed as Exhibit No. 5. 24* -- Powers of Attorney.
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                                                                     EXHIBIT 4.5
 
                           KIMBERLY-CLARK CORPORATION
                           1999 RESTRICTED STOCK PLAN
                          (EFFECTIVE JANUARY 1, 1999)
 
                                   1. PURPOSE
 
     This Restricted Stock Plan (the "Plan") of Kimberly-Clark Corporation (the
"Corporation") is intended to aid in retaining highly qualified personnel and to
encourage those employees who materially contribute, by managerial, scientific
or other innovative means, to the success of the Corporation or of an Affiliate,
to acquire an ownership interest in the Corporation, and to provide such
employees with this incentive and reward opportunity and thereby increase their
motivation to continue to make such contributions in the future.
 
                               2. EFFECTIVE DATE
 
     The Plan is effective as of January 1, 1999.
 
                                 3. DEFINITIONS
 
     "Affiliate" means any company in which the Corporation owns 20% or more of
the equity interest (collectively, the "Affiliates").
 
     "Award" has the meaning set forth in section 6 of this Plan.
 
     "Board" means the Board of Directors of the Corporation.
 
     "Code" means the Internal Revenue Code of 1986 and the regulations
thereunder, as amended from time to time.
 
     "Committee" means the Compensation Committee of the Board, provided that if
the requisite number of members of the Compensation Committee are not
Disinterested Persons, the Plan shall be administered by a committee, all of
whom are Disinterested Persons, appointed by the Board and consisting of two or
more directors with full authority to act in the matter. The term "Committee"
shall mean the Compensation Committee or the committee appointed by the Board,
as the case may be.
 
     "Committee Rules" means the interpretative guidelines, if any, approved by
the Committee providing the foundation for administration of this Plan.
 
     "Common Stock" means the common stock, par value $1.25 per share, of the
Corporation and shall include both treasury shares and authorized but unissued
shares and shall also include any security of the Corporation issued in
substitution, in exchange for, or in lieu of the Common Stock.
 
     "Disinterested Person" means a person who is a "Non-Employee Director" for
purposes of rule 16b-3 under the Exchange Act, or any successor provision, and
who is also an "outside director" for purposes of section 162(m) of the Code or
any successor section.
 
     "Exchange Act" means the Securities Exchange Act of 1934 and the rules and
regulations thereunder, as amended from time to time.
 
     "Fair Market Value" means the reported closing price of the Common Stock,
on the relevant date as reported on the composite list used by The Wall Street
Journal for reporting stock prices, or if no such sale shall have been made on
that day, on the last preceding day on which there was such a sale.
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     "Participant" means an employee who the Committee selects to participate in
and receive Awards under the Plan (collectively, the "Participants").
 
     "Restricted Period" shall mean the period of time during which the
Transferability Restrictions applicable to Awards will be in force.
 
     "Restricted Share" shall mean a share of Common Stock which may not be
traded or sold, until the date the Transferability Restrictions expire.
 
     "Restricted Share Unit" means the right, as described in section 8, to
receive an amount, payable in either cash or shares of Common Stock, equal to
the value of a specified number of shares of Common Stock. No certificates shall
be issued with respect to such Restricted Share Unit, except as provided in
subsection 8(d), and the Corporation shall maintain a bookkeeping account in the
name of the Participant to which the Restricted Share Unit shall relate.
 
     "Total and Permanent Disability" means Totally and Permanently Disabled as
defined in the Kimberly-Clark Corporation Salaried Employees' Retirement Plan.
 
     "Transferability Restrictions" means the restrictions on transferability
imposed on Awards of Restricted Shares or Restricted Share Units.
 
                               4. ADMINISTRATION
 
     The Plan and all Awards granted pursuant thereto shall be administered by
the Committee. The Committee, in its absolute discretion, shall have the power
to interpret and construe the Plan. Any interpretation or construction of any
provisions of this Plan by the Committee shall be final and conclusive upon all
persons. No member of the Board or the Committee shall be liable for any action
or determination made in good faith.
 
     Within 60 days following the close of each calendar year that the Plan is
in operation, the Committee shall make a report to the Board. The report shall
specify the employees who received Awards under the Plan during the prior year,
the form and size of the Awards to the individual employees, and the status of
prior Awards.
 
     The Committee shall have the power to promulgate Committee Rules and other
guidelines in connection with the performance of its obligations, powers and
duties under the Plan, including its duty to administer and construe the Plan.
 
     The Committee may authorize persons other than its members to carry out its
policies and directives subject to the limitations and guidelines set by the
Committee, except that: (a) the authority to grant Awards, the selection of
officers and directors for participation and decisions concerning the timing,
pricing and amount of a grant or Award shall not be delegated by the Committee;
(b) the authority to administer Awards with respect to persons who are subject
to section 16 of the Exchange Act shall not be delegated by the Committee; and
(c) any delegation shall satisfy all applicable requirements of rule 16b-3 of
the Exchange Act, or any successor provision. Any person to whom such authority
is granted shall continue to be eligible to receive Awards under the Plan.
 
                                 5. ELIGIBILITY
 
     The Committee shall from time to time select the Plan Participants from
those employees whom the Committee determines either to be in a position to
contribute materially to the success of the Corporation or Affiliate, or to have
in the past so contributed, and it is desired to motivate them to continue to
make such contributions in the future. Only employees (including officers and
directors who are employees) of the Corporation and its Affiliates are eligible
to participate in the Plan.
 
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                               6. FORMS OF AWARDS
 
     All Awards under the Plan shall be made in the form of Restricted Shares or
Restricted Share Units. The Committee may make Awards solely in Restricted
Shares or Restricted Share Units, or in any combination of the two.
Notwithstanding anything in this Plan to the contrary, any Restricted Shares
shall contain the restriction on assignability in subsection 14(f) of this Plan
to the extent required under rule 16b-3 of the Exchange Act.
 
                              7. RESTRICTED SHARES
 
     The Committee may from time to time designate those Participants who shall
receive Restricted Share Awards. Each grant of Restricted Shares under the Plan
shall be evidenced by an agreement which shall be executed by the Corporation
and the Grantee. The agreement shall contain such terms and conditions, not
inconsistent with the Plan, as shall be determined by the Committee and shall
indicate the number of Restricted Shares awarded and the following terms and
conditions of the award.
 
          (a) Grant of Restricted Shares. The Committee shall determine the
     number of Restricted Shares to be included in the grant and the period or
     periods during which the Transferability Restrictions applicable to the
     Restricted Shares will be in force (the "Restricted Period"). The
     Restricted Period shall be for a minimum of three years and shall not
     exceed ten years from the date of grants, as determined by the Committee at
     the time of grant. The Restricted Period may be the same for all Restricted
     Shares granted at a particular time or to any one Grantee or may be
     different with respect to different Grantees or with respect to various of
     the Restricted Shares granted to the same Grantee, all as determined by the
     Committee at the time of grant.
 
          (b) Transferability Restrictions. During the Restricted Period,
     Restricted Shares may not be sold, assigned, transferred or otherwise
     disposed of, or mortgaged, pledged or otherwise encumbered. Furthermore, a
     Grantee's right, if any, to receive Shares upon termination of the
     Restricted Period may not be assigned or transferred except by will or by
     the laws of decent and distribution. In order to enforce the limitations
     imposed upon the Restricted Shares the Committee may (i) cause a legend or
     legends to be placed on any such certificates, and/or (ii) issue "stop
     transfer" instructions as it deems necessary or appropriate. Holders of
     Restricted Shares limited as to sale under this subsection 7(b) shall have
     rights as a shareholder with respect to such shares to receive dividends in
     cash or other property or other distribution or rights in respect of such
     shares, and to vote such shares as the record owner thereof. With respect
     to each grant of Restricted Shares, the Committee shall determine the
     Transferability Restrictions which will apply to the Restricted Shares for
     all or part of the Restricted Period. By way of illustration but not by way
     of limitation, the Committee may provide (i) that the Grantee will not be
     entitled to receive any Shares unless he or she is still employed by the
     Corporation or its Subsidiaries at the end of the Restricted Period, (ii)
     that the Grantee will become vested in Restricted Shares according to a
     schedule determined by the Committee, or under other terms and conditions
     determined by the Committee, and (iii) how any Transferability Restrictions
     will be applied, modified or accelerated in the case of the Grantee's death
     or Total and Permanent Disability.
 
          (c) Manner of Holding and Delivering Restricted Shares. Each
     certificate issued for Restricted Shares shall be registered in the name of
     the Grantee and deposited with the Corporation or its designee. These
     certificates shall remain in the possession of the Corporation or its
     designee until the end of the applicable Restricted Period or, if the
     Committee has provided for earlier termination of the Transferability
     Restrictions following a Grantee's death, Total and Permanent Disability or
     earlier vesting of the Shares, such earlier termination of the
     Transferability Restrictions. At whichever time is applicable, certificates
     representing the number of Shares to which the Grantee is then entitled
     shall be delivered to the Grantee free and clear of the Transferability
     Restrictions; provided that in the case of a Grantee who is not
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     entitled to receive the full number of Shares evidenced by the certificates
     then being released from escrow because of the application of the
     Transferability Restrictions, those certificates shall be returned to the
     Corporation and canceled and a new certificate representing the Shares, if
     any, to which the Grantee is entitled pursuant to the Transferability
     Restrictions shall be issued and delivered to the Grantee, free and clear
     of the Transferability Restrictions.
 
                           8. RESTRICTED SHARE UNITS
 
     The Committee shall from time to time designate those Participants who
shall receive Awards. The Committee shall advise such Participants of their
Awards by a letter indicating the number of Restricted Share Units awarded and
the following terms and conditions of the award.
 
          (a) Restricted Share Units may be granted to Participants as of the
     first day of a Restricted Period. The number of Restricted Share Units to
     be granted to each Participant and the Restricted Period shall be
     determined by the Committee in its sole discretion.
 
          (b) Transferability Restrictions. With respect to each grant of
     Restricted Share Units, the Committee shall determine the Transferability
     Restrictions which will apply to the Restricted Share Units for all or part
     of the Restricted Period. By way of illustration but not by way of
     limitation, the Committee may provide (i) that the Grantee will forfeit any
     Restricted Share Units unless he or she is still employed by the
     Corporation or its Subsidiaries at the end of the Restricted Period, (ii)
     that the Grantee will become vested in Restricted Share Units according to
     a schedule determined by the Committee, or under other terms and conditions
     determined by the Committee, and (iii) how any Transferability Restrictions
     will be applied, modified or accelerated in the case of the Grantee's death
     or Total and Permanent Disability.
 
          (c) During the Restricted Period, Participants will be credited with
     dividends, equivalent in value to those declared and paid on shares of
     Common Stock, on all Restricted Share Units granted to them. These
     dividends will be regarded as having been reinvested in Restricted Share
     Units on the date of the Common Stock dividend payments based on the then
     Fair Market Value of the Common Stock thereby increasing the number of
     Restricted Share Units held by a Participant. Holders of Restricted Share
     Units under this subsection 8(c) shall have none of the rights of a
     shareholder with respect to such shares. Holders of Restricted Share Units
     are not entitled to receive dividends in cash or other property, nor other
     distribution of rights in respect of such shares, nor to vote such shares
     as the record owner thereof.
 
          (d) Payment of Restricted Share Units. The payment of Restricted Share
     Units shall be made in cash or shares of Common Stock, or a combination of
     both, as determined by the Committee at the time of grant. The payment of
     Restricted Share Units shall be made within 90 days following the end of
     the Restricted Period.
 
                  9. LEAVES OF ABSENCE AND OTHER TERMINATIONS
 
     (a) In the event the Participant's employment with the Corporation or an
Affiliate is terminated by reason of a shutdown or divestiture of all or a
portion of the Corporation's or its Affiliate's business, a proportion of the
Restricted Share or Restricted Share Unit Award shall be considered to vest as
of the close of the fiscal year of the Participant's termination of employment.
The number of shares that shall vest shall be prorated for the number of full
years of employment during the Restricted Period prior to the Participant's
termination of employment.
 
     (b) An authorized leave of absence, or qualified military leave in
accordance with section 414(u) of the Code, shall not be deemed to be a
termination of employment for purposes of the Plan. A termination of employment
with the Corporation or an Affiliate to accept immediate reemployment with the
Corporation or an Affiliate likewise shall not be deemed to be a termination of
employment for purposes of the Plan.
 
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                         10. SHARES SUBJECT TO THE PLAN
 
     The number of shares of Common Stock available with respect to all Awards
granted under this Plan shall not exceed 2,500,000 in the aggregate, subject to
the adjustment provision set forth in section 11 hereof. The shares of Common
Stock subject to the Plan shall consist only of treasury shares. Restricted
Share Units which are retired through forfeiture or maturity, other than those
Restricted Share Units which are retired through the payment of Common Stock,
and Restricted Shares which are forfeited during the Restricted Period due to
any applicable Transferability Restrictions will be available for Awards under
the Plan to the extent permitted by section 16 of the Exchange Act (or the rules
and regulations promulgated thereunder) and to the extent determined appropriate
by the Committee. Shares of Common Stock which are distributed through the
payment of Restricted Share Units pursuant to subsection 8(d) will not be
available for Awards under the Plan.
 
                         11. CHANGES IN CAPITALIZATION
 
     In the event there are any changes in the Common Stock or the
capitalization of the Corporation through a corporate transaction, such as any
merger, any acquisition through the issuance of capital stock of the
Corporation, any consolidation, any separation of the Corporation (including a
spin-off or other distribution of stock of the Corporation), any reorganization
of the Corporation (whether or not such reorganization comes within the
definition of such term in section 368 of the Code), or any partial or complete
liquidation by the Corporation, recapitalization, stock dividend, stock split or
other change in the corporate structure, appropriate adjustments and changes
shall be made by the Committee, to the extent necessary to preserve the benefit
to the Participant contemplated hereby, to reflect such changes in (a) the
aggregate number of shares subject to the Plan, (b) the maximum number of shares
subject to the Plan, (c) the number of Restricted Shares and Restricted Share
Units awarded to Participants, and (d) such other provisions of the Plan as may
be necessary and equitable to carry out the foregoing purposes.
 
                           12. EFFECT ON OTHER PLANS
 
     All payments and benefits under the Plan shall constitute special
compensation and shall not affect the level of benefits provided to or received
by any Participant (or the Participant's estate or beneficiaries) as part of any
employee benefit plan of the Corporation or an Affiliate. The Plan shall not be
construed to affect in any way a Participant's rights and obligations under any
other plan maintained by the Corporation or an Affiliate on behalf of employees.
 
                              13. TERM OF THE PLAN
 
     The term of the Plan shall be four years, beginning January 1, 1999, and
ending December 31, 2002, unless the Plan is terminated prior thereto by the
Committee. No Restricted Shares or Restricted Share Units may be awarded after
the termination date of the Plan, but Restricted Shares and Restricted Share
Units theretofore granted or awarded shall continue in force beyond that date
pursuant to their terms.
 
                             14. GENERAL PROVISIONS
 
     (a) Designated Beneficiary. Each Participant who shall be granted
Restricted Shares and Restricted Share Units under the Plan may designate a
beneficiary or beneficiaries with the Committee; provided that no such
designation shall be effective unless so filed prior to the death of such
Participant.
 
     (b) No Right of Continued Employment. Neither the establishment of the Plan
nor the payment of any benefits hereunder nor any action of the Corporation, its
Affiliates, the Board of Directors of
                                        5
   6
 
the Corporation or its Affiliates, or the Committee shall be held or construed
to confer upon any person any legal right to be continued in the employ of the
Corporation or its Affiliates, and the Corporation and its Affiliates expressly
reserve the right to discharge any Participant without liability to the
Corporation, its Affiliates, the Board of Directors of the Corporation or its
Affiliates or the Committee, except as to any rights which may be expressly
conferred upon a Participant under the Plan.
 
     (c) Binding Effect. Any decision made or action taken by the Corporation,
the Board or by the Committee arising out of or in connection with the
construction, administration, interpretation and effect of the Plan shall be
conclusive and binding upon all persons.
 
     (d) Modification of Awards. The Committee may in its sole and absolute
discretion, by written notice to a Participant, accelerate the Restricted Period
with respect to the Awards granted under this Plan. In the case of any Award
granted to a Participant who is not a resident of the United States or who is
employed by an Affiliate other than an Affiliate that is incorporated, or whose
place of business is, in a State of the United States, the Committee may (i)
determine which Participants, countries and Affiliates are eligible to
participate in the Plan, (ii) modify the terms and conditions of any Awards
granted to Participants who are employed outside the United States, (iii)
establish subplans, each of which shall be attached as an appendix hereto,
modify Award exercise procedures and other terms and procedures to the extent
such actions may be necessary or advisable, and (iv) take any action, either
before or after the Award is made, which it deems advisable to obtain approval
of such Award by an appropriate governmental entity; provided, however, that no
action may be taken hereunder if such action would (1) materially increase any
benefits accruing to any Participants under the Plan, (2) increase the number of
securities which may be issued under the Plan, or (3) result in a failure to
comply with applicable provisions of the Securities Act of 1933, the Exchange
Act or the Code.
 
     (e) No Segregation of Cash or Stock. The Restricted Share Unit accounts
established for Participants are merely a bookkeeping convenience and neither
the Corporation nor its Affiliates shall be required to segregate any cash or
stock which may at any time be represented by Awards. Nor shall anything
provided herein be construed as providing for such segregation. Neither the
Corporation, its Affiliates, the Board nor the Committee shall, by any
provisions of the Plan, be deemed to be a trustee of any property, and the
liability of the Corporation or its Affiliates to any Participant pursuant to
the Plan shall be those of a debtor pursuant to such contract obligations as are
created by the Plan, and no such obligation of the Corporation or its Affiliates
shall be deemed to be secured by any pledge or other encumbrance on any property
of the Corporation or its Affiliates.
 
     (f) Inalienability of Benefits and Interest. Except as provided in
subsection 14(a), no benefit payable under or interest in the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any such attempted action shall be void and
no such benefit or interest shall be in any manner liable for or subject to
debts, contracts, liabilities, engagements, or torts of any Participant or
beneficiary.
 
     (g) Delaware Law to Govern. All questions pertaining to the construction,
interpretation, regulation, validity and effect of the provisions of the Plan
shall be determined in accordance with the laws of the State of Delaware.
 
     (h) Purchase of Common Stock. The Corporation and its Affiliates may
purchase from time to time shares of Common Stock in such amounts as they may
determine for purposes of the Plan. The Corporation and its Affiliates shall
have no obligation to retain, and shall have the unlimited right to sell or
otherwise deal with for their own account, any shares of Common Stock purchased
pursuant to this paragraph.
 
     (i) Withholding. The Committee shall require the withholding of all taxes
as required by law. Notwithstanding any other provision of the Plan, the number
of shares of Common Stock or the amount of cash to be delivered may, in the
discretion of the Corporation, be net of the number of
 
                                        6
   7
 
shares of Common Stock or the amount of cash required to be withheld to meet all
applicable tax withholding requirements.
 
     (l) Amendments. The Committee may at any time amend, suspend, or
discontinue the Plan or alter or amend any or all Awards under the Plan to the
extent (1) permitted by law, (2) permitted by the rules of any stock exchange on
which the Common Stock or any other security of the Corporation is listed, (3)
permitted under applicable provisions of the Securities Act of 1933, as amended,
the Exchange Act (including rule 16b-3 thereof) and (4) that such action would
not result in the disallowance of a deduction to the Corporation under section
162(m) of the Code or any successor section (including the rules and regulations
promulgated thereunder); provided, however, that if any of the foregoing
requires the approval by stockholders of any such amendment, suspension or
discontinuance, then the Committee may take such action subject to the approval
of the stockholders. Except as provided in subsection 14(d) no such amendment,
suspension, or termination of the Plan shall, without the consent of the
Participant, adversely alter or change any of the rights or obligations under
any Awards or other rights previously granted the Participant under the Plan.
 
                                        7
   1
 
                                                                       EXHIBIT 5
 
February 3, 1999
 
Kimberly-Clark Corporation
P.O. Box 619100
Dallas, Texas 75261-9100
 
Re:  Registration Statement on Form S-8
     (1999 Restricted Stock Plan)
 
Gentlemen:
 
     I am Senior Vice President -- Law and Government Affairs of Kimberly-Clark
Corporation, a Delaware corporation (the "Corporation"), and I have acted as
counsel to the Corporation in connection with the preparation and filing with
the Securities and Exchange Commission of the Registration Statement on Form S-8
(the "Registration Statement") relating to the registration under the Securities
Act of 1933, as amended, of shares of the Corporation's common stock, $1.25 par
value (the "Shares"), to be offered under the Corporation's 1999 Restricted
Stock Plan (the "Plan").
 
     I have examined the Plan and such corporate and other documents and
records, and certificates of public officials and officers of the Corporation,
as I have deemed necessary for purposes of this opinion. In stating my opinion I
have assumed the genuineness of all signatures of, and the authority of, persons
signing any documents or records on behalf of parties other than the
Corporation, the authenticity of all documents submitted to me as originals and
the conformity to authentic original documents of all documents submitted to me
as certified or photostatic copies.
 
     Based on the foregoing, I am of the opinion that:
 
          1. The Corporation is a corporation duly incorporated and validly
     existing under the laws of the State of Delaware.
 
          2. The Shares, when acquired in accordance with the terms and
     conditions of the Plan, will be legally issued, fully paid and
     nonassessable and no personal liability will attach to the ownership
     thereof, except with respect to nonassessability as provided in Section
     180.0622(2)(b) of the Wisconsin Business Corporation Law.
 
     I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In addition, I hereby consent to the use of this opinion
in the related Section 10(a) Prospectus.
 
Very truly yours,
 
/s/ O. GEORGE EVERBACH
 
O. George Everbach
Senior Vice President --
  Law and Government Affairs
   1
 
                                                                    EXHIBIT 23.1
 
                         INDEPENDENT AUDITORS' CONSENT
 
     We consent to the incorporation by reference in this Registration Statement
of Kimberly-Clark Corporation on Form S-8 of our reports dated January 26, 1998,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Kimberly-Clark Corporation for the year ended December 31, 1997.
 
/s/  Deloitte & Touche LLP
 
Deloitte & Touche LLP
Dallas, Texas
February 1, 1999
   1
 
                                                                    EXHIBIT 23.2
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We hereby consent to the incorporation by reference in this Registration
Statement Form S-8 of Kimberly-Clark Corporation of our report dated January 30,
1996, which makes reference to the Company adopting the provisions of Statement
of Financial Accounting Standards No. 121 in 1995 and that our audits did not
include the 1995 provisions for restructuring and other unusual charges which
were audited by other auditors, on our audit of the consolidated financial
statements and financial statement schedule of Scott Paper Company and
subsidiaries as of December 30, 1995 and for the year then ended, which report
appears in and is incorporated by reference to the Annual Report on Form 10-K,
under the Securities Exchange Act of 1934, of Kimberly-Clark Corporation for the
year ended December 31, 1997.
 
/s/  PricewaterhouseCoopers LLP
 
Philadelphia, Pennsylvania
February 1, 1999
   1
 
                                                                      EXHIBIT 24
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
under and in accordance with the Kimberly-Clark Corporation 1999 Restricted
Stock Plan, and to execute any and all amendments to such Registration
Statement, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of December,
1998.
 
                                                 /s/ JOHN F. BERGSTROM
                                            ------------------------------------
                                                     John F. Bergstrom
   2
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
under and in accordance with the Kimberly-Clark Corporation 1999 Restricted
Stock Plan, and to execute any and all amendments to such Registration
Statement, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of December,
1998.
 
                                             /s/ PASTORA SAN JUAN CAFFERTY
                                            ------------------------------------
                                                 Pastora San Juan Cafferty
   3
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
under and in accordance with the Kimberly-Clark Corporation 1999 Restricted
Stock Plan, and to execute any and all amendments to such Registration
Statement, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of December,
1998.
 
                                                  /s/ PAUL J. COLLINS
                                            ------------------------------------
                                                      Paul J. Collins
   4
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
under and in accordance with the Kimberly-Clark Corporation 1999 Restricted
Stock Plan, and to execute any and all amendments to such Registration
Statement, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of December,
1998.
 
                                                 /s/ ROBERT W. DECHERD
                                            ------------------------------------
                                                     Robert W. Decherd
   5
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
under and in accordance with the Kimberly-Clark Corporation 1999 Restricted
Stock Plan, and to execute any and all amendments to such Registration
Statement, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of December,
1998.
 
                                                 /s/ WILLIAM O. FIFIELD
                                            ------------------------------------
                                                     William O. Fifield
   6
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
under and in accordance with the Kimberly-Clark Corporation 1999 Restricted
Stock Plan, and to execute any and all amendments to such Registration
Statement, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of December,
1998.
 
                                                   /s/ LOUIS E. LEVY
                                            ------------------------------------
                                                       Louis E. Levy
   7
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
under and in accordance with the Kimberly-Clark Corporation 1999 Restricted
Stock Plan, and to execute any and all amendments to such Registration
Statement, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of December,
1998.
 
                                                 /s/ FRANK A. MCPHERSON
                                            ------------------------------------
                                                     Frank A. McPherson
   8
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
under and in accordance with the Kimberly-Clark Corporation 1999 Restricted
Stock Plan, and to execute any and all amendments to such Registration
Statement, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of December,
1998.
 
                                                 /s/ LINDA JOHNSON RICE
                                            ------------------------------------
                                                     Linda Johnson Rice
   9
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
under and in accordance with the Kimberly-Clark Corporation 1999 Restricted
Stock Plan, and to execute any and all amendments to such Registration
Statement, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of December,
1998.
 
                                                  /s/ WAYNE R. SANDERS
                                            ------------------------------------
                                                      Wayne R. Sanders
   10
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
under and in accordance with the Kimberly-Clark Corporation 1999 Restricted
Stock Plan, and to execute any and all amendments to such Registration
Statement, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of December,
1998.
 
                                                /s/ WOLFGANG R. SCHMITT
                                            ------------------------------------
                                                    Wolfgang R. Schmitt
   11
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and/or
Officer of Kimberly-Clark Corporation, a Delaware corporation (the
"Corporation"), does hereby constitute and appoint John W. Donehower, O. George
Everbach and Randy J. Vest, and each of them, with full power to act alone, the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign on behalf of the
undersigned a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration under
the Securities Act of shares of the Corporation's common stock, $1.25 par value,
under and in accordance with the Kimberly-Clark Corporation 1999 Restricted
Stock Plan, and to execute any and all amendments to such Registration
Statement, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any one of them, or his substitute or
their substitutes, lawfully do or cause to be done by virtue hereof.
 
     IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of December,
1998.
 
                                                 /s/ RANDALL L. TOBIAS
                                            ------------------------------------
                                                     Randall L. Tobias