FULLER H B CO
THIRD DECLARATION OF AMENDMENT
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<TYPE>EX-10.1
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<FILENAME>dex101.txt
<DESCRIPTION>THIRD DECLARATION OF AMENDMENT
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                                                                    Exhibit 10.1

                        RETIREMENT PLAN FOR DIRECTORS OF
                               H.B. FULLER COMPANY
                                  1994 REVISION
                         Third Declaration of Amendment
                         ------------------------------

Pursuant to Section 9 of the Retirement Plan for Directors of H.B. Fuller
Company--1994 Revision, the Company hereby amends the Plan as follows:

         1. The last sentence of Section 4 is amended, and an additional
sentence is added at the end of Section 4, to read as follows:

         "The present value of a Director's installment payments will be
         determined by discounting the payments at a rate equal to the rate of
         interest on 30-year U.S. Treasury securities, as determined by the
         Internal Revenue Service pursuant to Notice 2002-26 or any successor
         thereto, for the second month preceding the month in which the
         installment payments described in this section would otherwise begin. A
         lump sum amount will not be recalculated or otherwise adjusted by
         reason of any election by the Administrator to delay the payment
         thereof."

         2. Section 5(e) of the Plan is amended in its entirety, to read as
follows:

         "(e)     Present Value The present value of installment payments will
                  be determined by discounting the payments at a rate equal to
                  the rate of interest on 30-year U.S. Treasury securities, as
                  determined by the Internal Revenue Service pursuant to Notice
                  2002-26 or any successor thereto, for the second month
                  preceding the month in which the lump sum payment is made."

This amendment shall be effective as of the date of this instrument, and it
shall apply to all eligible Directors whose benefit payments had not commenced
on that date.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed this
19th day of April, 2002.

                                        H.B. FULLER COMPANY



                                        /s/ Albert P.L. Stroucken
                                        ---------------------------------------
                                        Chairman of the Board, President and
                                        Chief Executive Officer

                                        /s/ Lee R. Mitau
                                        --------------------------------------
                                        Chairman, Compensation Committee


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