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EXHIBIT 10.21


STOCK OPTION EXCHANGE AGREEMENT
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This Stock Option Exchange Agreement is entered into as of July 16, 1995 among Scott Paper Company, a Pennsylvania corporation (the "Company"), Kimberly- Clark Corporation, a Delaware corporation ("Kimberly-Clark"), and P. Newton White (the "Optionee").


WHEREAS, pursuant to stock option agreements, the Company has granted to the Optionee options (the "Options") to purchase the number of common shares of the Company ("Company Common Shares") set forth on Schedule A hereto at the exercise price or prices set forth opposite such number of Company Common Shares, giving effect to the two for one stock split of the Company Common Shares declared on April 18, 1995;


WHEREAS, pursuant to an Amendment to Stock Option Agreement dated as of February 24, 1995 (the "Stock Option Amendment"), Options which are not exercisable become immediately exercisable in the event of a change in control of the Company;


WHEREAS, concurrently herewith, Kimberly-Clark, Rifle Merger Co. and the Company are entering into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Rifle Merger Co. is merging (the "Merger") with and into the Company and the Company is becoming a wholly-owned subsidiary of Kimberly-Clark;


WHEREAS, pursuant to the terms of the Stock Option Amendment, the Options designated on Schedule A as unexercisable (the "Unexercisable Options") are to become exercisable at the Effective Time (as such term is defined in the Merger Agreement);


WHEREAS, in order for the Merger to be accounted for as a pooling of interests, the Company and the Optionee desire to rescind the Stock Option Amendment prior to the Effective Time so that the Unexercisable Options remain unexercisable at the Effective Time;


WHEREAS, the Company, the Optionee and Kimberly-Clark desire to enter into this Agreement to provide that at the Effective Time the Unexercisable Options shall be cancelled and exchanged for shares of common stock of Kimberly-Clark ("Kimberly-Clark Common Stock") having a market value at the Effective Time equal to the value (the "Unexercisable Option Value") of the Unexercisable Options, as shall be determined by Hewitt Associates at the time and in the manner set forth on Schedule B hereto; and  


WHEREAS, in accordance with Section 5.8 of the Merger Agreement, the Options designated on Schedule A as exercisable at the Effective Time (the "Exercisable Options") will, at the Effective Time, become options to purchase shares of Kimberly-Clark Common Stock upon the terms and subject to the conditions set forth in the Merger Agreement.


NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company, Kimberly-Clark and the Optionee hereby agree as follows:


1. Rescission of Stock Option Amendment. At the Effective Time, the Stock
------------------------------------ Option Amendment shall be rescinded and shall be of no further force or effect whatsoever.


2. Exchange of Unexercisable Options. At the Effective Time, the
--------------------------------- Unexercisable Options which are outstanding immediately prior to the Effective Time shall be cancelled and exchanged for the number of shares of Kimberly-Clark Common Stock, decreased to the nearest whole share, having an aggregate market value at the Effective Time equal to the Unexercisable Option Value. Kimberly- Clark shall pay cash to the Optionee in lieu of issuing fractional shares of Kimberly-Clark Common Stock, unless in the reasonable judgment of Kimberly- Clark, based on the advice of its independent accountants, such payment would adversely affect the ability to account for the Merger as a pooling of interests in accordance with generally accepted accounting principles. For purposes of this Section 2, the market value of a share of Kimberly-Clark Common Stock at the Effective Time shall be equal to the closing price of the Kimberly-Clark Common Stock on the business day next preceding the Effective Time, as reported in The Wall Street Journal as New York Stock Exchange Composite Transactions.
----------------------- Kimberly-Clark shall register under the Securities Act of 1933, as amended (the "Securities Act"), on the appropriate form all shares of Kimberly-Clark Common Stock issuable pursuant to this Section 2.


3. Exchange of Exercisable Options. In accordance with Section 5.8 of the
------------------------------- Merger Agreement, at the Effective Time, each Exercisable Option which is outstanding immediately prior to the Effective Time shall become and represent a fully exercisable option to purchase the number of shares of Kimberly-Clark Common Stock (a "Substitute Option"), decreased to the nearest whole share, determined by multiplying (i) the number of Company Common Shares subject to such Exercisable Option immediately prior to the Effective Time by (ii) the Conversion Number (as such term is defined in the Merger Agreement), at an exercise price per share of Kimberly-Clark Common Stock (increased to the nearest whole cent) equal to the exercise price per Company Common Share immediately prior to the Effective Time divided by the Conversion Number. Kimberly-Clark shall pay cash to the Optionee in lieu of issuing fractional shares of Kimberly-Clark Common Stock upon the


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exercise of a Substitute Option unless in the reasonable judgment of Kimberly- Clark, based on the advice of its independent accountants, such payment would adversely affect the ability to account for the Merger as a pooling of interests in accordance with generally accepted accounting principles. After the Effective Time, except as provided by Section 5.8 of the Merger Agreement, each Substitute Option shall be exercisable upon the same terms and conditions as were applicable to the related Exercisable Option immediately prior to the Effective Time. Kimberly-Clark shall register under the Securities Act on Form S-8 or another appropriate form all Substitute Options and all shares of Kimberly-Clark Common Stock issuable pursuant to all Substitute Options.


4. Termination of Agreement. This Agreement shall terminate and shall be
------------------------ of no further force or effect if the Merger Agreement shall be terminated and the Merger shall not become effective pursuant to the terms thereof.


5. Successors; Binding Agreement. This Agreement shall inure to the
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