H.B. FULLER COMPANY DIRECTORS' DEFERRED COMPENSATION PLAN

Exhibit 10.22

H.B. FULLER COMPANY

DIRECTORS’ DEFERRED COMPENSATION PLAN

(2008 Amendment and Restatement)

H.B. FULLER COMPANY

DIRECTORS’ DEFERRED COMPENSATION PLAN

(2008 Amendment and Restatement)

TABLE OF CONTENTS

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H.B. FULLER COMPANY

DIRECTORS’ DEFERRED COMPENSATION PLAN

(2008 Amendment and Restatement)

SECTION 1

INTRODUCTION AND DEFINITIONS

1.1. Introduction . Effective January 1, 2003, H.B. Fuller Company ("H.B. Fuller") established a nonqualified, unfunded deferred compensation plan (the "Plan") to assist in attracting non-employee directors and encouraging their long term commitment to the Company’s success by offering them an opportunity to defer compensation and to share in increases in the value of H.B. Fuller. The Plan is currently embodied in a document titled "H.B. Fuller Company 2003 Directors’ Deferred Compensation Plan," as amended by a First Amendment adopted on January 24, 2008 (the "Prior Plan Statement").

1.1.1. Rules That Apply To Pre-2005 Credits . Amounts credited under the Plan which relate entirely to services performed before January 1, 2005, shall continue to be governed by the terms of the Prior Plan Statement attached hereto as Appendix A , subject to the following exceptions: (i) effective with respect to any Participant who dies on or after January 1, 2008 (regardless whether the Participant designated a beneficiary before or after January 1, 2008), the rules in Section 7.3 of the Prior Plan Statement related to beneficiaries shall be replaced by the rules in Section 7.6 of the Plan Statement, and (ii) effective for any claims filed on or after January 1, 2008, the claims procedure in Section 10 of the Prior Plan Statement shall be replaced by the claims procedure in Section 10 of the Plan Statement.

1.1.2. Rules That Apply To 2005, 2006, and 2007 Credits . Amounts credited under the Plan which relate all or in part to services performed on or after January 1, 2005, but before January 1, 2008, shall be governed by the terms of the Prior Plan Statement attached hereto as Appendix A, subject to any modifications that comply with the deferred compensation provisions in section 409A of the Code and proposed regulations and other guidance issued prior to final regulations thereunder. Additionally, (i) effective with respect to any Participant who dies on or after January 1, 2008 (regardless whether the Participant designated a beneficiary before or after January 1, 2008), the rules in Section 7.3 of the Prior Plan Statement related to beneficiaries shall be replaced by the rules in Section 7.6 of the Plan Statement, and (ii) effective for any claims filed on or after January 1, 2008, the claims procedure in Section 10 of the Prior Plan Statement shall be replaced by the claims procedure in Section 10 of the Plan Statement.

1.1.3. Rules That Apply to Post-2007 Credits . Amounts credited under the Plan which relate all or in part to services performed on or after January 1, 2008, will be governed by the terms of this Plan Statement, the terms of which are intended to comply with the deferred compensation provisions in section 409A of the Code and final regulations thereunder.

1.2. Definitions . When the following terms are used herein with initial capital letters, they shall have the following meanings:

1.2.1. Account or Accounts — the separate bookkeeping account or accounts representing the separate unfunded and unsecured general obligation of the Company established with respect to each person who becomes a Participant in this Plan in accordance with Section 2 and to which is credited the amounts specified Sections 4 and 5 and from which are subtracted payments made pursuant to Section 7. The following Accounts (and such subaccounts as the Company may determine necessary or useful to the administration of this Plan) will be maintained under this Plan for Participants:

1.2.2. Affiliate — a business entity that is treated as a single employer with H.B. Fuller Company under the rules of section 414(b) and (c) of the Code, including the eighty percent (80%) standard therein.

1.2.3. Beneficiary — a person designated by a Participant (or automatically by operation of Section 7.6) to receive all or a part of the Participant’s Account in the event of the Participant’s death prior to full distribution thereof. A person so designated shall not be considered a Beneficiary until the death of the Participant.

1.2.4. Board of Directors — the Board of Directors of H.B. Fuller Company.

1.2.5. Change in Control — any of the following events:

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1.2.6. Code — the Internal Revenue Code of 1986, as amended (including, when the context requires, all regulations, interpretations and rulings issued thereunder).

1.2.7. Committee — the Compensation Committee of the Board of Directors of H.B. Fuller (or any successor committee) or such other person or persons whom the Committee authorizes to act on its behalf to administer the Plan.

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1.2.8. Common Stock — common stock par value $1.00 per share, of H.B. Fuller Company as such stock may be reclassified, converted or exchanged by reorganization, merger of otherwise.

1.2.9. Company — H.B. Fuller Company and any successor thereto.

1.2.10. Director — member of the Board of Directors.

1.2.11. Disability — a medically determinable physical or mental impairment which (i) is expected to result in death or to last for a continuous period of at least 12 months, (ii) renders the Participant incapable of any substantial gainful activity, and (iii) is evidenced by a certification to this effect by a doctor of medicine approved by the Company. A Participant who provides proof of a determination of disability by the Social Security Administration will be deemed disabled under this Plan. Disability shall be construed to be consistent with the meaning of that term in section 409A of the Code and regulations and guidance thereunder.

1.2.12. Distribution Event — any of the occurrences described in Section 7.1 by reason of which a Participant or Beneficiary may become entitled to a distribution from this Plan.

1.2.13. Effective Date — January 1, 2008.

1.2.14. ERISA — the Employee Retirement Income Security Act of 1974, as amended (including, when the context requires, all regulations, interpretations and rulings issued thereunder).

1.2.15. Measuring Options — the investment options determined from time to time in the sole discretion of the Committee which may be elected by the Participant to measure the value of the Participant’s credits in the Deferred Compensation Account.

1.2.16. Meeting Fees — amounts paid to a Director for attendance at a meeting of the Board of Directors or a committee thereof excluding any per diem amounts paid for such attendance.

1.2.17. Participant — a Director who becomes a Participant in this Plan in accordance with Section 2. A Director who has become a Participant shall be considered to continue as a Participant in this Plan until the date of the Participant’s death or, if earlier, the date on which the Participant is no longer a Director and no longer has any Account under this Plan (that is, the Participant has received a distribution of all of the Participant’s Account).

1.2.18. Plan — the nonqualified, deferred compensation program maintained by H.B. Fuller for the benefit of members of the Board of Directors, as set forth in the Plan Statement. (As used herein, "Plan" does not refer to the documents pursuant to which this Plan is maintained. That document is referred to herein as the "Plan Statement"). The Plan shall be referred to as the H.B. Fuller Company Directors’ Deferred Compensation Plan.

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1.2.19. Plan Statement — this document entitled "H.B. Fuller Company Directors’ Deferred Compensation Plan (2008 Amendment and Restatement)" as adopted by the Board of Directors of H.B. Fuller, as the same may be amended from time to time thereafter.

1.2.20. Retainer Fees — amounts paid on the last business day of the Company’s fiscal quarter to a Director, excluding any Meeting Fees and per diem amounts, for service on the Board of Directors (including any committee thereof) performed during such fiscal quarter. Notwithstanding the terminology used for such fees, Retainer Fees are paid after services are performed.

1.2.21. Separation from Service — a severance of a Participant’s relationship as Director with the Company and all Affiliates for any reason other than the Director’s death.

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1.2.22. Unforeseeable Emergency — a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. Unforeseeable Emergency shall be construed to be consistent with the meaning of that term in section 409A of the Code and regulations and guidance thereunder.

1.2.23. Valuation Date — the last business day of each month, and such other dates as may be established by the Committee from time to time.

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SECTION 2

PARTICIPATION

Each non-employee Director shall become a Participant in the Plan upon such individual’s appointment as Director. A Participant may defer compensation only as permitted under the timing rules in Section 3.

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SECTION 3

ELECTIONS

3.1. Compensation Subject to Elective Deferral . A Participant may elect to defer all or a portion of the following compensation:

A Participant election shall be automatically reduced to the extent necessary to allow for full payment of any federal, state and/or local income taxes.

3.2. Deferral Elections .

3.2.1. Timing . A Participant’s deferral election shall be made at the time and in the form and manner prescribed by the Company. A Participant’s deferral election shall apply only to Meetings Fees and Retainer Fees (or portions thereof) for services performed during the calendar year beginning after the election is filed.

3.2.2. Content . Deferral elections shall specify:

3.2.3. Matching Credits Attributable to Deferrals . A Participant’s election of form of distribution with respect to deferrals for a calendar year shall also apply to matching credits under Section 4.2 attributable to such deferrals.

3.2.4. Duration . A Participant’s deferral election shall expire on the last day of the calendar year to which it relates and new elections must be made with respect to subsequent calendar years.

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3.3. Discretionary Credits . The Participant’s election of form of distribution and specified date of distribution, if any, with respect to Meetings Fees and Retainer Fees during the calendar year shall also apply to distribution of any discretionary credits made during such calendar year. If the Participant has not elected to defer Meeting Fees or Retainer Fees during the calendar year in which discretionary credits are made, the Participant shall be deemed to have elected to receive distribution in the form of a lump sum and not to have elected a specified date for distribution under Section 7.1(a)(ii).

3.4. Irrevocability . A deferral election that is accepted by the Committee shall be irrevocable for the calendar year to which it applies; provided, however, that in the event of an Unforeseeable Emergency or disability, a Participant’s deferral elections shall be cancelled and further deferrals shall not be made during that calendar year. For purposes of this Section 3.4, disability shall mean any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, which can be expected to result in death or last for a continuous period of at least six (6) months. Cancellation in the event of disability shall occur as soon as administratively feasible after disability is determined but must occur by the fifteenth (15 ^th ) day of the third month following the date the disability occurs or, if later, by December 31 following the date the disability occurs.

3.5. Subsequent Changes in Distribution Elections . A Participant shall be permitted to change a prior election of the form of distribution or the specified date of distribution if such election change is made in the form and manner prescribed by the Company and only if the following conditions are satisfied: