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<SEC-DOCUMENT>0000950134-00-010525.txt : 20001218
<SEC-HEADER>0000950134-00-010525.hdr.sgml : 20001218
ACCESSION NUMBER:		0000950134-00-010525
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20001215
EFFECTIVENESS DATE:		20001215

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KIMBERLY CLARK CORP
		CENTRAL INDEX KEY:			0000055785
		STANDARD INDUSTRIAL CLASSIFICATION:	PAPER MILLS [2621]
		IRS NUMBER:				390394230
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-51922
		FILM NUMBER:		790066

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 619100
		STREET 2:		DFW AIRPORT STATION
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75261-9100
		BUSINESS PHONE:		9722811200
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>d82526s-8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>   1




   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 2000

                                                   REGISTRATION NO. 333-_______
===============================================================================

                       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 OUTSIDE DIRECTORS' STOCK OPTION 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

===============================================================================
<TABLE>
<CAPTION>
                                                                     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
- ------------------------------------             ---------------- --------------  --------------  -------------------
<S>                                              <C>               <C>            <C>             <C>
Common Stock, $1.25 par value ............       1,000,000 shares  $ 65.080(1)    $65,080,000(1)     $17,181.12
Preferred Stock Purchase Rights...........       1,000,000 rights       (2)            (2)               (2)
</TABLE>

(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 $65.080, the average of the
    high and low prices of the common stock on December 11, 2000, 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.

===============================================================================


<PAGE>   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, 1999;

         2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
    ended March 31, 2000, June 30, 2000 and September 30, 2000;

         3. The Registrant's Current Reports on Form 8-K dated July 25, 2000
    and November 14, 2000;

         4. The description of the Registrant's Common Stock contained in the
    Proxy Statement/Prospectus constituting a part of the Registrant's
    Registration Statement on Form S-4 (Registration No. 333-94139); 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 December 15, 2000, Mr. Everbach owned 59,648 shares of the
Registrant's common stock and held options to acquire 398,718 shares of such
common stock (of which options to acquire 260,518 shares are presently
exercisable), and, as of December 1, 2000, 17,075.51 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 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




                                       2
<PAGE>   3





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.

               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 Outside Directors'
                           Stock Option Plan.

                 5*  --    Opinion of O. George Everbach.

              23.1*  --    Consent of Deloitte & Touche LLP.

              23.2*  --    Consent of O. George Everbach is contained in his
                           opinion filed as Exhibit No. 5.

                24*  --    Powers of Attorney.


                                       3
<PAGE>   4




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.

        (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.



                                       4
<PAGE>   5





                                   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 December 15, 2000.

                                        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     December 15, 2000
      ----------------------    Chief Executive Officer
       Wayne R. Sanders         and Director (principal
                                executive officer)

      /s/ JOHN W. DONEHOWER    Senior Vice President and     December 15, 2000
      ----------------------    Chief Financial Officer
      John W. Donehower         (principal financial
                                officer)

      /s/ RANDY J. VEST        Vice President and            December 15, 2000
      ----------------------    Controller (principal
      Randy J. Vest             accounting officer)


                                   DIRECTORS

                     *                                       *
    -------------------------------------     ---------------------------------
              John F. Bergstrom                      Claudio X. Gonzalez
                     *                                       *
    -------------------------------------     ---------------------------------
           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
                     *
    -------------------------------------
              Thomas J. Falk


              December 15, 2000



    *By: /s/ O. GEORGE EVERBACH
    -------------------------------------
             O. George Everbach
              Attorney-in-Fact




<PAGE>   6





                                 EXHIBIT INDEX

    The following is a list of Exhibits included as part of this Registration
Statement. Items marked with an asterisk are filed herewith.

<TABLE>
<CAPTION>
              EXHIBIT
              NUMBER       DESCRIPTION
              ------       -----------
<S>                        <C>
               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*  --    Kimberly-Clark Corporation Outside Directors'
                           Stock Option Plan.

                 5*  --    Opinion of O. George Everbach.

              23.1*  --    Consent of Deloitte & Touche LLP.

              23.2*  --    Consent of O. George Everbach is contained in his
                           opinion filed as Exhibit No. 5.

                24*  --    Powers of Attorney.
</TABLE>







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>2
<FILENAME>d82526ex4-5.txt
<DESCRIPTION>OUTSIDE DIRECTORS' STOCK OPTION PLAN
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 4.5












                           KIMBERLY-CLARK CORPORATION
                               OUTSIDE DIRECTORS'
                               STOCK OPTION PLAN

                        EFFECTIVE AS OF JANUARY 1, 2001

<PAGE>   2


                           KIMBERLY-CLARK CORPORATION
                               OUTSIDE DIRECTORS'
                               STOCK OPTION PLAN
                          (EFFECTIVE JANUARY 1, 2001)


1.       INTRODUCTION

         The Kimberly-Clark Corporation Outside Directors' Stock Option Plan
(the "Plan") specifies the compensation to be paid by Kimberly-Clark
Corporation (the "Company") in the form of options to purchase shares of common
stock, par value $1.25 per share, of the Company ("Stock") for services
performed by Outside Directors (as hereinafter defined).

         The Plan is intended to promote the interests of the Company and its
stockholders by enhancing the Company's ability to attract, motivate and retain
as Outside Directors persons of training, experience and ability, and to
encourage the highest level of Outside Director performance by aligning the
Outside Directors' economic interests more closely with those of the Company's
stockholders.

2.       DEFINITIONS

         Unless otherwise defined in the text of the Plan, capitalized terms
herein shall have the meanings set forth in this Section 2.

         "Affiliate" means any company in which the Company owns 20 percent or
more of the equity interest (collectively, the "Affiliates").

         "Board" means the Board of Directors of the Company.

         "Change of Control" means an event deemed to have taken place if: (i)
a third person, including a "group" as defined in section 13(d)(3) of the
Securities Exchange Act of 1934, acquires shares of the Company having 20
percent or more of the total number of votes that may be cast for the election
of Directors of the Company; 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 (a
"Transaction"), the persons who were directors of the Company before the
Transaction shall cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company.

         "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.

         "Committee Rules" means the Committee Rules for the Kimberly-Clark
Corporation 1992 Equity Participation Plan or any successor plan.

         "Director" means a member of the Board.

         "Effective Date" means January 1, 2001.





<PAGE>   3





         "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 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.

         "Option" means a right to purchase a specified number of shares of
Stock at a fixed option price equal to no less than 100 percent of the Fair
Market Value of the Stock on the date the Option is granted. For purposes of
this Plan, Options shall be issued either as "Annual Options," as described in
subsection 7(a), or "Additional Options," as described in subsection 7(b).

         "Outside Director" means a Director who is not on the date of grant of
an Option pursuant to the Plan, or within one year prior to the date of such
grant, an employee of the Company or any of its Affiliates.

         "Retainer" means the annual retainer payable to an Outside Director
for services rendered as a Director. As of the Effective Date, the amount of
the cash portion of such Retainer shall be $50,000 per year, payable in
quarterly installments in advance.

         "Rule 16b-3" means Rule 16b-3 under the Securities Exchange Act of
1934, as amended.

         "Retirement" and "Retires" means the termination of service as a
Director on or after the date the Director has attained age 55.

         "Stock" means the shares of the Company's common stock, par value
$1.25 per share.

3.       PARTICIPATION

         Participation in the Plan is limited to Outside Directors. It is
intended that all Outside Directors will be participants in the Plan.

4.       ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Board, which shall have sole and
complete discretion and authority with respect thereto, except as expressly
limited by the Plan. All action taken by the Board in the administration and
interpretation of the Plan shall be final and binding on all matters relating
to the Plan. All questions of interpretation, administration and application of
the Plan shall be determined by a majority of the members of the Board, except
that the Board may authorize any Directors, officers or employees of the
Company to assist the Board in the administration of the Plan and to execute
documents on behalf of the Board. The Board also may delegate to the
Compensation Committee of the Board, or such Directors, officers or employees,
such other ministerial and discretionary duties as it sees fit.

         The Company or the Board may employ such legal counsel, consultants
and agents as it may deem desirable for the administration of the Plan, and may
rely upon





                                       3
<PAGE>   4




any advice or opinion received from any such counsel or consultant and any
computation received from any such consultant or agent. No member of the Board
shall be liable for any act done or omitted to be done by such member, or by
any other member of the Board, in connection with the Plan, except for such
member's own willful misconduct or as otherwise expressly provided by statute.

         The Board shall have the power to promulgate 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
and the Option Agreements.

         All expenses of administering the Plan shall be paid by the Company.

5.       TERM OF PLAN

         The Plan shall become effective as the Effective Date. The Plan shall
remain in effect until December 31, 2011, unless the Plan is terminated prior
thereto by the Board. No Option may be granted after the termination date of
the Plan, but Options theretofore granted shall continue in force beyond that
date pursuant to their terms.

6.       SHARES SUBJECT TO THE PLAN; ADJUSTMENTS

         (a) Shares Subject to the Plan. The aggregate maximum number of shares
of Stock available for grant under the Plan shall be 1,000,000 shares, subject
to the adjustment provision set forth in subsection 6(b) below. Shares of Stock
subject to the Plan will be shares that were once issued and subsequently
reacquired by the Company in the form of treasury stock. Shares subject to
Options which become ineligible for purchase will be available for Options
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
to be appropriate by the Board. Notwithstanding anything in this Plan to the
contrary, each grant of Options under this Plan shall be subject to the
availability of shares under this subsection 6(a).

         (b) Adjustments. In the event there are any changes in the Stock or
the capitalization of the Company through a corporate transaction, such as any
merger, any acquisition through the issuance of capital stock of the Company,
any consolidation, any separation of the Company (including a spin-off or other
distribution of stock of the Company), any reorganization of the Company
(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
Company, recapitalization, stock dividend, stock split or other change in the
corporate structure, appropriate adjustments and changes shall be made by the
Board, to the extent necessary to preserve the benefit to the Outside Director
contemplated hereby, to reflect such changes in (a) the aggregate number of
shares subject to the Plan, (b) the maximum number of shares for which an
Option may be granted or awarded to any Outside Director, (c) the number of
shares and the Option Price per share of all shares of Stock subject to
outstanding Options, and (d) such other provisions of the Plan as may be
necessary and equitable to carry out the foregoing purposes, provided, however
that no such adjustment or change may be made to the extent that such
adjustment or change will result in the dilution or enlargement of any rights
of any Outside Director.



                                       4
<PAGE>   5





7.       TERMS OF THE GRANTS

         (a) Annual Grant. As part of his or her annual Retainer each Outside
Director during the calendar year shall be granted an Option to purchase 2,500
shares. In addition, each Outside Director who during the calendar year is
designated to serve as the Chair of the Audit or Compensation Committee, or
both, of the Board, shall be granted an Option to purchase an additional 300
shares for each Chair. Each Outside Director who during the calendar year is
designated to serve as the Chair of the Nominating or Corporate Governance
Committee, or both, of the Board, shall be granted an Option to purchase an
additional 200 shares for each Chair. A grant of Options as payment of either
the annual retainer or for each applicable Chair of a Committee are referred to
herein as "Annual Options." Each Outside Director, and each Chair of the Audit,
Compensation, Nominating or Corporate Governance Committees, as of January 1 of
the calendar year, shall be automatically granted the Options hereunder,
without further action by the Board or the stockholders of the Company, on the
earlier of the date of the first regular meeting during the calendar year of
either the Board or Committee. Each Outside Director who first becomes eligible
for a grant after January 1 of the calendar year, and each Chair of the Audit,
Compensation, Nominating or Corporate Governance Committee, who is appointed
after January 1 of the calendar year, shall be automatically granted the
Options hereunder, without further action by the Board or the stockholders of
the Company, on the earlier of the date of the first regular meeting during the
calendar year of either the Board or the Committee after the date such Outside
Director first becomes eligible for the grant of Options under this subsection
7(a).

         (b) Election of Additional Option. Each Outside Director may elect to
receive the cash portion of his or her annual Retainer in the form of an
additional option (hereinafter referred to as an "Additional Option"), in
increments of 50 percent of such cash portion of the Retainer. Except as
otherwise provided below, such election must be made prior to the date that
services are rendered in the calendar year in which such Retainer otherwise
would be paid and shall be irrevocable thereafter for such calendar year;
provided, however, that an election by an Outside Director pursuant to this
subsection for a calendar year (or portion thereof) shall be valid and
effective for all purposes for all succeeding calendar years, unless and until
such election is revoked or modified by such Outside Director prior to the date
that services are rendered in such succeeding calendar year(s); and, provided
further, that no such election, revocation or modification may be made within
six months of another such election, revocation or modification if the
exemption afforded by Rule 16b-3 would not be available as a result thereof.

         Notwithstanding the preceding, an individual who is elected as an
Outside Director during a calendar year shall be permitted to make an election
to receive the cash portion of his or her annual Retainer in the form of an
Additional Option, in increments of 50 percent of such cash portion of the
Retainer, during the thirty day period following his or her election date. An
election under this paragraph shall be subject to the terms and conditions of
this Section.

         The number of shares subject to this Additional Option shall be based
on 85 percent of the Black-Scholes valuation of the cash portion of the
Retainer elected to be received as an Additional Option as of the date of
grant. Each Outside Director as of




                                       5
<PAGE>   6






January 1 of the calendar year, shall be automatically granted the Additional
Options elected hereunder, without further action by the Board or the
stockholders of the Company, on the earlier of the date of the first regular
meeting during the calendar year of either the Board or the Committee. Each
Outside Director who first becomes eligible for a grant after January 1 of the
calendar year, shall be automatically granted the Additional Options elected
hereunder, without further action by the Board or the stockholders of the
Company, on the earlier of the date of the first regular meeting during the
calendar year of either the Board or the Committee after the date such Outside
Director first becomes eligible and elects the grant of Additional Options
under this subsection 7(b).

         (c) Form of Additional Option Election. An election by an Outside
Director to receive some or all of the cash portion of his or her Retainer as
an Additional Option shall (i) be in writing, (ii) be delivered to the
Secretary of the Company, and (iii) be irrevocable in all respects with respect
to the calendar year(s) to which the election relates. If no election has ever
been made by the Outside Director pursuant to subsection 7(b) above, he or she
shall be deemed to have made an election to receive the entire cash portion of
the Retainer in cash.

         (d) Option Agreement. After granting an Option to an Outside Director,
the Board shall cause to be delivered to the Outside Director an agreement
evidencing the granting of the Option. The agreement shall be in such form as
the Board shall from time to time approve.

         (e) Period of Option. The period of each Option shall be 10 years from
the date it is granted.

         (f) Option Price. The exercise price of an Option shall be the Fair
Market Value of the Stock at the time the Option is granted.

         (g) Limitations on Exercise. Each Option shall not be exercisable
until at least one year has expired after the granting of the Option, during
which time the Outside Director shall have been in the continuous service as a
Director of the Company; provided, however, that the provisions of this
subsection 7(g) shall not apply and all Options outstanding under the Plan
shall be exercisable in full if a Change in Control occurs. One year after the
date the Option was granted, the Outside Director may purchase the total number
of shares covered by the Option; provided, however, that if the Director's
service is terminated for any reason other than death, Retirement, a voluntary
decision by the Director not to stand for reelection to the Board or total and
permanent disability, the Option shall be exercisable only for the number of
shares of Stock which were exercisable on the date of such termination. In no
event, however, may an Option be exercised more than 10 years after the date of
its grant.

         (h) Exercise; Notice Thereof. Options shall be exercised by delivering
to the Company, at the office of the Treasurer at the World Headquarters,
written notice of the number of shares with respect to which Option rights are
being exercised and by paying in full the Option Price of the shares at the
time being acquired. Payment may be made in cash, a check payable to the
Company or in shares of Common Stock transferable to the Company and having a
Fair Market Value on the transfer date equal to the amount payable to the
Company. The date of exercise shall be deemed to be the date the





                                       6
<PAGE>   7



Company receives the written notice and payment for the shares being purchased.
A Director shall have none of the rights of a stockholder with respect to
shares covered by an Option until the Director becomes the record holder of
such shares.

         (i) Exercise after Death, Retirement, Disability or Voluntary
Termination of Service. If a Director dies, retires, becomes totally and
permanently disabled, or terminates service on the Board by reason of a
voluntary decision by the Director not to stand for reelection to the Board,
without having exercised an Option in full, the remaining portion of such
Option may be exercised, without regard to the limitations in subsection 7(g),
within the remaining period of the Option. Upon a Director's death, the Option
may be exercised by the person or persons to whom such Director's rights under
the Option shall pass by will or the laws of descent and distribution or, if no
such person has such rights, by his executor or administrator.

          (j) Non-transferability. During the Director's lifetime, Options
shall be exercisable only by such Director. Options shall not be transferable
other than by will or the laws of descent and distribution upon the Director's
death. Notwithstanding anything in this subsection 7(j) to the contrary,
Directors shall have the right to transfer Options, to the extent allowed under
rule 16b-3 of the Exchange Act, subject to the same terms and conditions
applicable to options granted to the Chief Executive Officer of the Company
under Committee Rules.

         (k) Purchase for Investment. It is contemplated that the Company will
register shares sold to Directors pursuant to the Plan under the Securities Act
of 1933. In the absence of an effective registration, however, a Director
exercising an Option hereunder may be required to give a representation that
he/she is acquiring such shares as an investment and not with a view to
distribution thereof.

         (l) Options for Nonresident Aliens. In the case of any Option awarded
to a Director who is not a resident of the United States, the Board may (i)
waive or alter the conditions set forth in subsections 7(a) through 7(k) to the
extent that such action is necessary to conform such Option to applicable
foreign law, or (ii) take any action, either before or after the award of such
Option, which it deems advisable to obtain approval of such Option by an
appropriate governmental entity; provided, however, that no action may be taken
hereunder if such action would (1) increase any benefits accruing to any
Directors under the Plan, (2) increase the number of securities which may be
issued under the Plan, (3) modify the requirements for eligibility to
participate in the Plan, or (4) result in a failure to comply with applicable
provisions of the Securities Act of 1933, the Exchange Act or the Code.

8.       NOTICES; DELIVERY OF STOCK CERTIFICATES

         Any notice required or permitted to be given by the Company or the
Board pursuant to the Plan shall be deemed given when personally delivered or
deposited in the United States mail, registered or certified, postage prepaid,
addressed to the Outside Director at the last address shown for the Outside
Director on the records of the Company.




                                       7
<PAGE>   8





9.       AMENDMENT AND TERMINATION

         The Board may at any time amend, suspend, or discontinue the Plan or
alter or amend any or all Options and Option Agreements under the Plan to the
extent (i) permitted by law, (ii) permitted by the rules of any stock exchange
on which the Stock or any other security of the Company is listed, and (iii)
permitted under applicable provisions of the Securities Act of 1933, as
amended, the Exchange Act (including Rule 16b-3 thereof); provided, however,
that if any of the foregoing requires the approval by the stockholders of any
such amendment, suspension or discontinuance, then the Board may take such
action subject to the approval of the stockholders. Except as provided in
subsection 6(b), no such amendment, suspension or termination of the Plan
shall, without the consent of the Director, adversely alter or change any of
the rights or obligations under any Option granted to the Director. The Board
may in its sole and absolute discretion, by written notice to a Director, (i)
limit the period in which an Option may be exercised to a period ending at
least three months following the date of such notice, and/or (ii) limit or
eliminate the number of shares subject to Option after a period ending at least
three months following the date of such notice. Except as provided in
subsection 7(l) and this Section 9, no such amendment, suspension, or
termination of the Plan shall, without the consent of the Director, adversely
alter or change any of the rights or obligations under any Options or other
rights previously granted the Director under the Plan.

10.      TAXES

         The Company shall require the withholding of all taxes as required by
law.

11.      GOVERNING LAW

         The terms of the Plan shall be governed, construed, administered and
regulated in accordance with the laws of the state of Delaware and applicable
federal law. In the event any provision of the Plan shall be determined to be
illegal or invalid for any reason, the other provisions of the Plan shall
continue in full force and effect as if such illegal or invalid provision had
never been included herein.

12.      DIRECTOR'S SERVICE

         Nothing contained in the Plan, or with respect to any grant hereunder,
shall interfere with or limit in any way the right of stockholders of the
Company to remove any Director from the Board, nor confer upon any Director any
right to continue to serve on the Board as a Director.



                                       8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>d82526ex5.txt
<DESCRIPTION>OPINION/CONSENT OF O. GEORGE EVERBACH
<TEXT>

<PAGE>   1




                                                                       EXHIBIT 5



December 15, 2000



Kimberly-Clark Corporation
P.O. Box 619100
Dallas, Texas  75261-9100

         Re:  Registration Statement on Form S-8
              (Kimberly-Clark Corporation Outside Directors' Stock Option 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 Outside Directors'
Stock Option 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 Plan and
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.

<PAGE>   2
December 15, 2000
Page 2



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,



O.  George Everbach
Senior Vice President -
  Law and Government Affairs







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>d82526ex23-1.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>

<PAGE>   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 24, 2000, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Kimberly-Clark Corporation for the year ended
December 31, 1999.


/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Dallas, Texas
December 14, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>d82526ex24.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>

<PAGE>   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 the Corporation's 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 Common Stock, $1.25 par
value, of the Corporation, to be granted under and in accordance with the
Corporation's Outside Directors' Stock Option 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 14th day of November,
2000.





                                       /s/ John F. Bergstrom
                                       ---------------------
                                       John F. Bergstrom





<PAGE>   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 the Corporation's 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 Common Stock, $1.25 par
value, of the Corporation, to be granted under and in accordance with the
Corporation's Outside Directors' Stock Option 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 21st day of November,
2000.





                                       /s/ Pastora San Juan Cafferty
                                       -----------------------------
                                       Pastora San Juan Cafferty


<PAGE>   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 the Corporation's 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 Common Stock, $1.25 par
value, of the Corporation, to be granted under and in accordance with the
Corporation's Outside Directors' Stock Option 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 14th day of November,
2000.





                                       /s/ Paul S. Collins
                                       -------------------
                                       Paul S. Collins



<PAGE>   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 the Corporation's 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 Common Stock, $1.25 par
value, of the Corporation, to be granted under and in accordance with the
Corporation's Outside Directors' Stock Option 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 14th day of November,
2000.





                                       /s/ Robert W. Decherd
                                       ---------------------
                                       Robert W. Decherd







<PAGE>   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 the Corporation's 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 Common Stock, $1.25 par
value, of the Corporation, to be granted under and in accordance with the
Corporation's Outside Directors' Stock Option 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 14th day of November,
2000.





                                       /s/ William O. Fifield
                                       ----------------------
                                       William O. Fifield






<PAGE>   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 the Corporation's 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 Common Stock, $1.25 par
value, of the Corporation, to be granted under and in accordance with the
Corporation's Outside Directors' Stock Option 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 14th day of November,
2000.





                                       /s/ Claudio X. Gonzalez
                                       -----------------------
                                       Claudio X. Gonzalez
















<PAGE>   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 the Corporation's 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 Common Stock, $1.25 par
value, of the Corporation, to be granted under and in accordance with the
Corporation's Outside Directors' Stock Option 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 14th day of November,
2000.





                                       /s/ Frank A. McPherson
                                       ----------------------
                                       Frank A. McPherson





<PAGE>   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 the Corporation's 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 Common Stock, $1.25 par
value, of the Corporation, to be granted under and in accordance with the
Corporation's Outside Directors' Stock Option 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 14th day of November,
2000.





                                       /s/ Linda Johnson Rice
                                       ----------------------
                                       Linda Johnson Rice





<PAGE>   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 the Corporation's 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 Common Stock, $1.25 par
value, of the Corporation, to be granted under and in accordance with the
Corporation's Outside Directors' Stock Option 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 14th day of November,
2000.





                                       /s/ Wolfgang R. Schmitt
                                       -----------------------
                                       Wolfgang R. Schmitt







<PAGE>   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 the Corporation's 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 shares of Common Stock, $1.25 par value,
of the Corporation, to be granted under and in accordance with the
Corporation's Outside Directors' Stock Option 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 14th day of November,
2000.





                                       /s/ Randall L. Tobias
                                       ---------------------
                                       Randall L. Tobias



<PAGE>   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 the Corporation's 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 shares of Common Stock, $1.25 par value,
of the Corporation, to be granted under and in accordance with the
Corporation's Outside Directors' Stock Option 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 14th day of November,
2000.





                                       /s/ Thomas J. Falk
                                       ------------------
                                       Thomas J. Falk




<PAGE>   12




                               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 the Corporation's 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 shares of Common Stock, $1.25 par value,
of the Corporation, to be granted under and in accordance with the
Corporation's Outside Directors' Stock Option 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 14th day of November,
2000.





                                       /s/ Wayne R. Sanders
                                       --------------------
                                       Wayne R. Sanders

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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