H.B. FULLER COMPANY
DIRECTORS BENEFIT TRUST
THIS AGREEMENT is made by and between H.B. Fuller Company (the "Company") and U.S. Bank National
Association, a national banking association (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has established a plan for Directors and may establish one or more other such plans,
each of which is listed on Exhibit A to this Agreement and is referred to in this Agreement as the "Plan" or
collectively as the "Plans;" and
WHEREAS, the Company desires to establish a trust for the purpose of implementing the provisions of the Plans;
NOW, THEREFORE, in order to establish a trust under the Plans and in consideration of the mutual
undertakings of the parties, it is agreed as follows.
RULES OF CONSTRUCTION
.1 General Definitions. Unless the context otherwise indicates, the terms used in this Agreement are given the
meanings ascribed to them by the Plan with respect to which they are being applied.
.2 Grantor Trust. The Trust is intended to be a grantor trust described in section 671 of the Internal Revenue
Code, and shall be construed accordingly.
.3 "Change in Control." A Change in Control shall be deemed to have occurred upon any of the following events:
(a) a change in the control of the Company of a nature that would be required to be reported in accordance with
Regulation 14A promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), whether or not
the Company is then subject to such reporting requirement;
(b) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to
Section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity
becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or
indirectly, of securities of the Company representing 15% or more of the Voting Power of the Company then
(c) the individuals who, as