Exhibit No. (10)h
SUPPLEMENTAL BENEFIT PLAN
TO THE
KIMBERLY-CLARK CORPORATION
PENSION PLAN
Amended and Restated Effective as of April 15, 2002
This Supplemental Benefit Plan to the Kimberly-Clark Corporation
Pension Plan (the "Plan") is intended to be an unfunded "excess benefit plan"
within the meaning of Section 3(36) and 4(b)(5) of the Employee Retirement
Income Security Act of 1974. As such, the purpose of this Plan is solely to
provide benefits to participants in the Kimberly-Clark Corporation Pension Plan
as amended and restated from time to time (the "Retirement Plan"), which exceed
the limitation on benefits imposed by Section 415 of the Internal Revenue Code
of 1986, or any comparable provision of any future legislation which amends,
supplements or supersedes that Section ("Section 415 of the Code").
The terms and provisions of this Plan are as follows:
1. Each term which is used in this Plan and also used in the
Retirement Plan shall have the same meaning herein as under
the Retirement Plan.
Notwithstanding the above, for purposes of this Plan, where
the following words and phrases appear in this Plan they shall
have the respective meanings set forth below unless the
context clearly indicates otherwise:
(a) Benefit: A benefit payable pursuant to, and
determined in accordance with the provisions of this
Plan.
(b) Change of Control: A Change of Control shall be
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 Corporation having 20 percent or more of the
total number of votes that may be cast for the
election of Directors of the Corporation, or (ii) as
the result of any cash tender or exchange offer,
merger or other business combination, sale of assets
or contested election, or any combination of the
foregoing transactions, the persons who were
directors of the Corporation before the transaction
shall cease to constitute a majority of the Board of
Directors of the Corporation or any successor to the
Corporation.
(c) Investment Grade: A bond rating of BBB minus, or its
equivalent, by one of the nationally recognized
rating agencies.
(d) Lump Sum Payment: A form of benefit payable as a
lump sum cash payment, actuarially determined based
on the rate of interest equivalent to the yield on a
30-year Treasury Bond as published in the Federal
Reserve Statistical Release for the week that
contains the first business day of the month prior
to the date such Lump Sum payment is payable under
this Plan, or such other rate as determined pursuant
to uniform Committee rules, and the mortality table
set forth for determining actuarial equivalent
benefits under Section 10.1(a) of the Retirement
Plan, and (i) in the case of a lump sum payment
pursuant to Section 4(a) or (b) of this Plan, based
on the Participant's Benefit payable from this plan
and his age at the date of such lump sum payment, and
(ii) in the case of a lump sum payment pursuant to
Section 4(c) or 4(d) of this Plan, based on the
Participant's Benefit payable under this Plan, the
earliest age at which his Benefit from the Retirement
Plan could commence if he terminated employment, and
the early retirement reduction factor applicable at
such age of commencement. Notwithstanding the
foregoing, the 30-year Treasury Bond yield shall be
used in determining a lump sum cash payment so long
as such rate is published by the Federal Reserve. In
the event that the Federal Reserve ceases to publish
the 30-year Treasury Bond rate, a lump sum cash
payment will be actuarially determined based on the
rate of interest equivalent to the yield on the
longest term Treasury Bond published in the Federal
Reserve Statistical Release which is no more than
30-years but not less than for a 10-year term.
(e) Participant: A participant in the Retirement Plan who
(i) is a "managerial or highly compensated employee"
of an Employer, within the meaning of Title I of
ERISA, and (ii) is eligible to receive a Benefit upon
his termination of employment.
(f) "Timely Elected" shall mean as follows:
(i) For payments which commence under the
Retirement Plan prior to January 1, 1996,
the Participant has elected to receive such
Lump Sum Payment either (aa) in the calendar
year prior to the year in which the payments
are eligible to commence under the
Retirement Plan or (bb) at least 90 days
prior to the date such Lump Sum payment is
payable under this Supplemental Benefit
Plan;
(ii) For payments which commence under the
Retirement Plan on or after January 1, 1996
and prior to February 18, 2002, the
Participant has elected to receive such Lump
Sum Payment no later than the earlier of
(aa) the calendar year prior to the year in
which the payments are eligible to commence
under the Retirement Plan, (bb) at least 90
days prior to the date such Lump Sum payment
is payable under this Supplemental Benefit
Plan or (cc) for Participants who terminate
employment prior to having attained age 55,
the calendar year in which the Participant
attained age 54.
(iii) For payments which commence under the
Retirement Plan on or
after February 18, 2002 the Participant has
elected to receive such Lump Sum Payment no
later than the calendar year prior to the
year in which the payments are eligible to
commence under the Retirement Plan.
(iv) In the event of the death of the Participant
who has not commenced payments under this
Supplemental Benefit Plan, the Participant's
surviving spouse or designated beneficiary,
as the case may be may, with the consent of
the Retirement Trust Committee, elect a Lump
Sum Payment in writing no later than thirty
(30) days after the Participant's date of
death.
(v) In the event that a Participant terminates
service due to a Disability as described in
Section 4.5, the Participant may, with the
consent of the Retirement Trust Committee,
elect a Lump Sum Payment in writing no later
than thirty (30) days after the date the
Participant is determined to be disabled by
the Committee for the Pension Plan.
2. So long as a Pensioner (or the spouse or designated
beneficiary, as the case may be of a former Employee) shall be
entitled to receive benefits under the Retirement Plan, there
shall be paid under this Plan to such Pensioner (or such
spouse or designated beneficiary, as the case may be) such
amounts of Disability Benefit, Basic Benefit, Optional Joint
and Survivor Benefit, Pensioners Benefit, Survivors Benefit,
Optional Years Certain and Life Benefit, Deferred Benefit,
Automatic Survivor's Benefit, and any other benefits including
benefits distributed upon termination of the Plan (as the case
may be) as would have been paid to such person under the
Retirement Plan without regard to the limitation on benefits
imposed by Section 415 of the Code, but only to the extent
that the amount of such benefits exceeds such limitation.
Except as provided in Section 4, such amounts shall be paid to
such person on the same terms and conditions, at the same
times, and pursuant to the same elections made by the
Employee, as they would have been if paid under the Retirement
Plan, were it not for such limitation on benefits.
3. The Employer may enter into a contract with any Employee who
it is projected will be entitled to receive benefits under
this Plan, or with any Pensioner (or any spouse or designated
beneficiary) who is entitled to receive benefits under this
Plan, stipulating the terms and manner of payments to be made
under this Plan, but the entitlement of a Pensioner (or spouse
or designated beneficiary) to receive benefits under this Plan
shall not be conditioned upon the entering into of such a
contract prior to the entitlement to benefits under this Plan.
4. Notwithstanding any other provision of the Retirement Plan, a
Participant (or surviving spouse or designated beneficiary, as
the case may be) shall be entitled to elect to receive his
Benefit payable under Section 2 as a Lump Sum Payment (subject
to any applicable payroll or other taxes required to be
withheld) under the following circumstances:
(a) The Participant (or surviving spouse or
designated beneficiary, as the case may be) has Timely
Elected to receive such Lump Sum Payment;
(b) the Corporation experiences a Change in Control; or
(c) the Corporation's long-term credit rating falls below
Investment Grade.
If a Participant (or surviving spouse or designated
beneficiary, as the case may be) elects a Lump Sum Payment
pursuant to subsection 4(a) above, such election is subject to
approval by the Retirement Trust Committee in its sole
discretion. In addition, the Lump Sum Payment shall be payable
at the same time as the payments are eligible to commence
under the Retirement Plan.
If a Participant (or surviving spouse or designated
beneficiary, as the case may be) elects a Lump Sum Payment
pursuant to subsections 4(b) or 4(c) above, the Lump Sum
Payment shall be reduced for active Employees by a penalty
equal to ten percent (10%) of the Benefit otherwise payable
and for former Employees (or spouses or designated
beneficiaries) by a penalty equal to five percent (5%) of the
Benefit otherwise payable. Such penalty shall be permanently
forfeited and shall not be paid to, or in respect of, the
Employee, former Employee, or spouse or designated
beneficiary. In addition, such election must be made within
two years after a Change in Control or within 90 days after
the date the Corporation's long-term credit rating falls below
Investment Grade. Such Lump Sum Payment shall be paid within
thirty days of the date of election.
Notwithstanding any other provisions of this Plan to the
contrary, except where waived by the Participant's spouse as
required under the provisions of the Retirement Plan, all
retirement benefits payable to a Participant shall be paid in
the same form as the benefits would be payable under the
Retirement Plan. Provided, however, for each Participant whose
employment terminates after February 18, 2002, if the amount
of the Lump Sum Distribution, calculated as if such
Participant (or surviving spouse or designated beneficiary, as
the case may be) had made an election to receive a Lump Sum
Distribution at the earliest time that such person could have
made an election under subsection 4(a), does not exceed
$25,000, then such Lump Sum Distribution shall be paid at the
earliest time such person could have made an election under
subsection 4(a).
Notwithstanding any other provisions of this Plan to the
contrary, in the event that a portion of the Lump Sum Payment
due a Participant pursuant to this Section 4 would not be
deductible by the Company pursuant to Section 162(m) of the
Code, the Company, at its discretion, may postpone payment of
such amounts to the Participant until such time that the
payments would be deductible by the Company. Provided,
however, that no payment postponed pursuant to this paragraph
shall be postponed beyond the first anniversary of the date
such Participant terminated employment. Any Lump Sum Payment
postponed pursuant to this paragraph shall include interest
for the period such Lump Sum Payment is postponed at a rate
yielding interest equivalent to the per annum secondary market
discount rate for six-month U.S. Treasury Bills as published
by the Federal Reserve Board for the calendar week ending
prior to January 1 (for
interest to be credited for either of the two subsequent
fiscal quarters ending March 31 or June 30) or prior to July 1
(for interest to be credited for either of the subsequent
fiscal quarters ending on September 30 or December 31), or
such other rate as determined pursuant to uniform Committee
rules.
5. If a Participant has received a Lump Sum Payment pursuant to
Section 4 above, such Participant may accrue an additional
Benefit under this Plan after the date of such Lump Sum
Payment, provided, however, that such future participation
shall not result in duplication of benefits. Accordingly, if
he has received a distribution of a Benefit under the Plan by
reason of prior participation, his Benefit shall be reduced by
the actuarial equivalent (at the date of the later
distribution) of the present value of the Benefit previously
paid hereunder.
6. This Plan shall not be a funded plan, and the Corporation
shall be under no obligation to set aside any funds for the
purpose of making payments under this Plan. Any payments
hereunder shall be made out of the general assets of the
Employer.
7. The Corporation by action of the Board of Directors, shall
have the right at any time to amend this Plan in any respect,
or to terminate this Plan; provided, however, that no such
amendment or termination shall be effective to the extent it
eliminates or reduces any "Section 411(d)(6) protected
benefit" or adds or modifies conditions relating to "Section
411(d)(6) protected benefits" the result of which is a further
restriction on such benefit unless such protected benefits are
preserved with respect to benefits accrued as of the later of
the adoption date or effective date of the amendment.
"Section 411(d)(6) protected benefits" are benefits described
in Section 411(d)(6)(A) of the Internal Revenue Code of 1986,
early retirement benefits and retirement-type subsidies, and
optional forms of benefit.
8. The Committee under the Retirement Plan, as constituted from
time to time, shall administer this Plan and shall have the
same powers and duties, and shall be subject to the same
limitations as are set forth in the Retirement Plan.
9. Subject to the provisions of Section 5, this Plan shall
terminate when the Retirement Plan terminates.