H.B. FULLER COMPANY
DIRECTORS' DEFERRED COMPENSATION PLAN
As Amended February 10, 1999
Section 1. Establishment. H.B. Fuller Company hereby establishes the H.B. FULLER COMPANY
DIRECTORS' DEFERRED COMPENSATION PLAN" (formerly known as
the H.B. FULLER COMPANY DIRECTORS' STOCK PLAN) for Eligible Directors of Company.
Section 2. Effective Date. This Plan was originally approved by the Board of Directors on December 1, 1988.
The Plan was approved by shareholders on April 20, 1989. The Plan was most recently amended on February
Section 3. Purpose. The purpose of the Plan is to provide Eligible Directors with a means of expressing their
commitment to the Company by subjecting their deferred retainer fees and meeting fees to the stock market
performance of Company's Stock.
Section 4. Definitions.
(a) Bookkeeping Reserve Account. The term "Bookkeeping Reserve Account" shall have the meaning given in
Section 6 of the Plan.
(b) Company. The term "Company" shall mean H.B. Fuller Company, a Minnesota corporation, and its
successors and assigns.
(c) Election Agreement. The term "Election Agreement" shall mean each and every "Election Agreement"
executed by an Eligible Director and delivered to Company hereunder, the form of which is attached to the Plan
as Exhibit A and is incorporated by reference herein.
(d) Eligible Director. The term "Eligible Director" shall mean any present or future director of Company who is
not an employee of Company or any subsidiary of Company.
(e) Market Price. The term "Market Price" shall mean the average of the highest and lowest prices per share of
the Stock as reported on the day of the required calculation or, if there were no Stock transactions on such day,
on the next preceding day on which there were Stock transactions.
(f) Meeting Fee. The term "Meeting Fee" shall mean any amounts that would have been paid to an Eligible
Director during a calendar year with respect to attendance at a meeting of the Company's Board of Directo