Exhibit 10.1

H.B. FULLER COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

1998 REVISION

Fifth Declaration of Amendment

Pursuant to Section 7.10 of the H.B. Fuller Company Supplemental Executive Retirement Plan—1998 Revision, the Company hereby amends the Plan as follows:

“1.1 Name . The name of this Plan is the ‘H.B. Fuller Company Supplemental Executive Retirement Plan.’ The terms and conditions of the Plan as set forth in the H.B. Fuller Company Supplemental Executive Retirement Plan—1998 Revision, as amended through this Fifth Declaration of Amendment, and as further amended by amendments subsequent to the Sixth Declaration of Amendment (creating the ‘H.B. Fuller Company Supplemental Executive Retirement Plan—II’), shall only apply to Participants who Separated from Service (within the meaning of Section 9.2.C) on or before December 31, 2007 or are identified in Appendix A.”

“2.3 No New Participants; Cessation of Participation . Notwithstanding the foregoing, no one shall enter or reenter the Plan as a Participant after December 31, 2007. A Participant who is employed by an Affiliated Organization on January 1, 2008 and not identified in Appendix A shall cease to be a Participant in the Plan effective as of December 31, 2007. Benefits that become payable to a Participant who is employed by an Affiliated Organization on January 1, 2008, who is not identified in Appendix A, and who does not make an effective Transition Election pursuant to Section 2.4 shall be paid in accordance with the provisions of the H.B. Fuller Company Supplemental Executive Retirement Plan II.”

A. A Participant who has not Separated from Service and is not identified in Appendix A may make the election described in this Section 2.4 (a “Transition Election”). If a Participant makes an effective Transition Election, an amount equal to the “DC SERP Transfer Amount” shall be credited to the Participant’s Account in the H.B. Fuller Company Defined Contribution Restoration Plan and paid in accordance with the provisions of that plan.

B. For the purposes of this Section 2.4:

(1) A Participant’s “DC SERP Transfer Amount” is the sum of:

(a) the Participant’s Earned Benefit as of December 31, 2006, increased daily for the period commencing on January 1, 2007 and ending on December 31, 2007 by a factor that would result in an annual rate of return equal to the annual prime rate for corporate borrowers quoted each day by the Wall Street Journal; plus

(b) seven percent (7%) of the Participant’s DC SERP Compensation for the calendar year ending December 31, 2007.

(2) A Participant’s “Earned Benefit as of December 31, 2006” is the actuarially equivalent present value of the Participant’s Accrued Benefit, modified as follows:

(a) The Accrued Benefit will be determined on a single-life basis.

(b) The Accrued Benefit will be based on the Participant’s full years of Credited Service and Final Average Compensation determined as of December 31, 2006, without regard to any periods of subsequent service or earnings.

(c) The Participant’s Social Security Benefit will be determined assuming no earnings beyond December 31, 2006, and all other relevant factors used to compute benefits will be treated as remaining constant as of December 31, 2006 for all subsequent years. Past earnings for Social Security Benefits will be estimated by projecting earnings back to age 22, assuming five percent (5%) annual historical increases in pay.

(d) The Accrued Benefit will have the same Early Retirement Reduction Factor applied to the Basic Benefit, after the Service Reduction, as the Early Retirement Reduction Factor that is applied to the benefit offset from the H.B. Fuller Company Retirement Plan, based on the Participant’s Credited Service determined as of December 31, 2006 without regard to any periods of subsequent service.

(e) Actuarial equivalency will be determined on a single life basis, using the following actuarial assumptions:

(a) Mortality Table - 1994 Unisex Group Annuity Reserving

(b) Interest Rate - 7.0%

The age and service required for an entitlement to benefits under Section 2.2 will be disregarded in determining a Participant’s Earned Benefit for the purposes of this Section 2.4.

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(3) A Participant’s “DC SERP Compensation” is the amount of a Participant’s “SERP Compensation,” as that term is defined in the H.B. Fuller Company Defined Contribution Restoration Plan.

C. A Transition Election must be made during a period specified by the Chief Executive Officer of the Company that ends on or before December 31, 2007. A Transition Election shall become irrevocable on the last day of such period; provided, that a Participant’s Transition Election shall be void, and of no force or effect, if the Participant Separates from Service prior to January 1, 2009. A Participant who makes an effective Transition Election shall not be entitled to receive any benefits under this Plan or under the H.B. Fuller Company Supplemental Executive Retirement Plan II. A Participant who makes a Transition Election and then Separates from Service prior to January 1, 2009 shall not be entitled to receive any benefits under this Plan, but shall receive the benefits, if any, that are payable to such Participant under the H.B. Fuller Company Supplemental Executive Retirement Plan II.”

D. Notwithstanding anything herein to the contrary, the Administrator’s determination of a Participant’s DC SERP Transfer Amount shall be conclusive and binding on the Participant unless it is challenged by the Participant within one year after the Participant is notified of his or her DC SERP Transfer Amount.

“D. Notwithstanding the foregoing, if a ‘Pre-2003 Participant’ dies after attaining age 55 and completing at least 10 years of Credited Service, but prior to his or her Separation from Service, there shall be paid to such Participant’s designated beneficiary the sum of $50,000 per year for 10 years. Such benefit shall be paid in equal monthly installments, commencing on the first day of the seventh month following the date of the Participant’s death. This benefit shall be paid in lieu of, and not in addition to, the benefit described in Subsection A. For the purposes of this Subsection D and Subsection E below, a ‘Pre-2003 Participant’ is an Eligible Employee who first became a Participant in the Plan before January 1, 2003, and who was an Eligible Employee and a Participant in the Plan throughout the period commencing on January 1, 2003 and ending on the date of his or her death.”

“3.9 Termination of Benefits for Breach of Contract. Notwithstanding the provisions of this article, a Participant’s or beneficiary’s right to further benefits shall terminate upon, and no benefit shall be paid with respect to a Participant following, a determination by the Company that the Participant with respect to whom such benefit would otherwise be payable has committed a material breach of any non-competition or confidentiality agreement between such Participant and an Affiliated Organization.”

“7.9 Rights and Benefits Not Assignable . The rights and benefits of a Participant and any other person or persons to whom payments may be made pursuant to

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this Plan are personal, and shall not be subject to any voluntary or involuntary anticipation, alienation, sale, assignment, pledge, transfer, encumbrance, attachment, garnishment by creditors of the Participant or such person or other disposition; provided, that:

A. payments made to the representative of a person’s estate may be assigned to the persons entitled to such estate; and

B. payments due a Participant may be made to an individual other than the Participant to the extent required by a domestic relations order.

The term ‘domestic relations order’ has the meaning assigned to it by section 1.409A-3(j)(4)(ii) of the Treasury Regulations.”

ARTICLE 9

Special Provisions for Non-Grandfathered Benefits

“9.1 Special Provisions . Notwithstanding anything in this Plan to the contrary, the following provisions shall apply to a Participant’s Non-Grandfathered Benefit:

A. For the purpose of determining when a Participant’s Non-Grandfathered Benefit becomes payable, a Participant’s employment shall be deemed to have terminated only when the Participant has had a Separation from Service.

B. If a Participant is a Specified Employee on the date of his or her Separation from Service, Payment of the Participant’s Non-Grandfathered Benefit shall not commence until the date that is six months after the date the Participant Separates from Service. Any amounts that would otherwise have been paid to the Participant during the first six months following his or her Separation from Service shall be accumulated and, together with interest thereon, shall be paid to the Participant in a single sum on the date the Participant’s benefit payments commence. Interest shall be calculated at the rate being used for the purpose of calculating different forms of annuities under the H.B. Fuller Company Retirement Plan on the date of the Participant’s Separation from Service.

C. The provisions of Section 3.3.A shall only apply to the extent permitted by Section 409A of the Internal Revenue Code. If the amount of any reduction to a Participant’s benefit under Section 3.3.A cannot be determined at the time the Participant’s benefit is scheduled to commence, the Administrator shall calculate the Participant’s benefit based on a reasonable estimate of the amount of such reduction, and such estimate shall be conclusive and binding on the Affiliated Organizations and the Participant for the purposes of this Plan.

D. The last two sentences of Section 3.9 shall not apply to a Participant’s Non-Grandfathered Benefit.

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E. The provisions of Article 4; the references to Administrator discretion in Section 3.3.A and 3.5.B; and the second sentence of Section 6.2 shall not apply to a Participant’s Non-Grandfathered Benefit.

F. The provisions of Section 7.4, regarding reemployment, shall not apply to a Non-Grandfathered Benefit, and a Non-Grandfathered Benefit shall continue to paid upon a Participant’s reemployment with an Affiliated Organization.

“9.2 Definitions . For the purposes of this article:

A. A Participant’s ‘Grandfathered Benefit’ is the actuarially equivalent present value, as of December 31, 2004, of the monthly amount to which the Participant would have been entitled under the Plan if the Participant had voluntarily terminated services without cause on December 31, 2004, received a payment of the benefits available from the Plan commencing on the earliest possible date allowed under the Plan, and received the benefits in the form with the maximum value. A Participant’s Grandfathered Benefit may increase in calendar years after 2004 to an amount that is equal to the present value of the benefit the Participant actually becomes entitled to receive, determined under the terms of the Plan (including applicable limits under the Internal Revenue Code) as in effect on October 3, 2004, without regard to any further services rendered by the Participant after December 31, 2004, and without regard to any other events that affect the amount of, or the Participant’s entitlement to, benefits (other than the Participant’s election with respect to the time or form of an available benefit). A Participant does not have a Grandfathered Benefit unless the Participant completed at least ten years of Credited Service, and attained age 55, on or before December 31, 2004.

B. A Participant’s ‘Non-Grandfathered Benefit’ is an amount equal to the difference, if any, between the actuarially equivalent present value of a Participant’s total monthly benefit and the Participant’s Grandfathered Benefit.

C. A ‘Separation from Service’ is a severance of a Participant’s employment relationship with the all Affiliated Organizations for any reason other than the Participant’s death.

(1) A transfer from employment with one Affiliated Organization to employment with another Affiliated Organization, or vice versa, shall not constitute a Separation from Service.

(2) Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Affiliated Organization and Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently

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decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the employer if the Participant has been providing services to the employer for fewer than thirty-six (36) months).

(3) Separation from Service shall not be deemed to occur while the Participant is on military leave, sick leave or other bona fide leave of absence if the period does not exceed six (6) months or, if longer, so long as the Participant retains a right to reemployment with an Affiliated Organization under an applicable statute or by contract. For this purpose, a leave is bona fide only if, and so long as, there is a reasonable expectation that the Participant will return to perform services for the Affiliated Organization. Notwithstanding the foregoing, a twenty-nine (29) month period of absence will be substituted for such six (6) month period if the leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of no less than six (6) months and that causes the Participant to be unable to perform the duties of his or her position of employment.

(4) Where as part of a sale or other disposition of assets by an Affiliated Organization to an employer that is not an Affiliated Organization, a Participant providing services to the Affiliated Organization immediately before the transaction and to the buyer immediately after the transaction (“Affected Participant”) would otherwise experience a Separation from Service from the Affiliated Organization as a result of the transaction, the Affiliated Organization and the buyer shall have the discretion to specify that the Affected Participant has not experienced a Separation from Service if (a) the transaction results from bona fide, arm’s length negotiations, (b) all Affected Participants are treated consistently, and (c) such treatment is specified in writing no later than the closing date of the transaction.

D. A ‘Specified Employee’ is an individual who is a ‘key employee’ (as defined in section 416(i)(1)(A)(i), (ii) or (iii) of the Internal Revenue Code, without regard to paragraph (5) thereof) of the Affiliated Organization by which the individual is employed, or of any other Affiliated Organization that is under common control (within the meaning of section 414(b) or (c) of the Internal Revenue Code) with such Affiliated Organization. Specified Employees shall be identified in accordance with the requirements of section 409A of the Internal Revenue Code and the regulations thereunder, and the Company retains the discretion to identify Specified Employees in accordance with any of the alternatives permitted by section 409A of the Internal Revenue Code or such regulations by taking all necessary corporate action to make such alternative binding for purposes of all affected deferred compensation plans in which employees of such Affiliated Organizations participate.

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“9.3 Internal Revenue Code Section 409A . The provisions of this Article 9 are intended to satisfy the requirements for nonqualified deferred compensation plans set forth in section 409A of the Internal Revenue Code with respect to Non-Grandfathered Benefits, and they shall be interpreted, administered and construed consistent with said intent. If any provision of this Plan is or becomes or is deemed to be inconsistent with such requirements, such provision shall be construed or deemed amended to conform to such requirements with respect to Non-Grandfathered Benefits. Notwithstanding the foregoing, neither the Company, nor any Affiliated Organization, nor any of their officers, directors, agents or employees shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Plan or on account of any failure to comply with section 409A or any other section of the Internal Revenue Code.”

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officers this 19th day of December, 2007.

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Exhibit 10.2

H.B. FULLER COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

1998 REVISION

Sixth Declaration of Amendment

Pursuant to Section 7.10 of the H.B. Fuller Company Supplemental Executive Retirement Plan - 1998 Revision, the Company amends the Plan in its entirety to read as set forth in the attached instrument, entitled “H.B. Fuller Company Supplemental Executive Retirement Plan II - 2008.”

This amendment and restatement shall be effective as of January 1, 2008, except to the extent otherwise specifically provided in the attached instrument.

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officers as of the date written below.

Dated: December 19, 2007

H.B. FULLER COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN II

2008

TABLE OF CONTENTS

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ARTICLE 1

DESCRIPTION AND PURPOSE

1.1 Name . The name of this Plan is the “H.B. Fuller Company Supplemental Executive Retirement Plan II.” This Plan constitutes an amendment and restatement of the H.B. Fuller Company Supplemental Executive Retirement Plan—1998 Revision with respect to the Participants described in Section 2.1. The H.B. Fuller Company Supplemental Executive Retirement Plan—1998 Revision, as amended through the Fifth Declaration of Amendment, and as further amended by amendments subsequent to this Sixth Declaration of Amendment (“SERP I”), remains in effect and continues to apply to Participants who are not described in Section 2.1.

1.2 Purpose . The purpose of the Plan is to promote the recruitment and retention of high quality management personnel by providing an additional source of retirement income to supplement that available to participants from other sources.

1.3 Description . The Plan is a defined benefit plan for a select group of management and highly compensated employees, which is unfunded within the meaning of ERISA and the Internal Revenue Code. It provides a specified level of retirement income based on the Participant’s length of service with the Company, Final Average Compensation and retirement income from certain other sources. The Company has established a trust, separate from its operating capital, and, if business considerations permit, will fund the trust with assets that will be sufficient to provide the benefits under the Plan as they become due. While the trust assets must remain subject to claims of the Company’s creditors, it is the Company’s intent to preclude the use of trust assets for other corporate purposes for so long as the assets are required to provide benefits under the Plan.

ARTICLE 2

ELIGIBILITY

2.1 Selection of Participants . An Eligible Employee who satisfies the following requirements shall automatically become a Participant in this Plan on January 1, 2008:

A. the Eligible Employee was a Participant in SERP I on December 31, 2007;

B. the Eligible Employee is not identified in Appendix A to SERP I;

C. the Eligible Employee did not make an effective “Transition Election” under Section 2.4 of SERP I; and

D. the Eligible Employee is employed by an Affiliated Organization on January 1, 2008.

An Eligible Employee who does not satisfy these requirements shall become a Participant in the Plan upon his or her selection by the Administrator or, if later, on the effective date of a non-competition and confidentiality agreement between the Eligible Employee and an Affiliated Organization. The Administrator shall give each Participant written notice of the commencement of his or her participation in the Plan.

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2.2 Suspension of Eligibility . If the Administrator, a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes any direct or indirect, formal or informal determination that a Participant has ceased to be a member of a select group of management or highly compensated employees (as that term is used in ERISA), the Participant’s Accrued Benefit shall be frozen as of the date of such determination, and shall not increase until such time as the individual is again determined by the Administrator to be eligible to participate in the Plan. In addition, a Participant’s Accrued Benefit shall not increase during any period in which a Participant is employed by a non-U.S. Affiliated Organization.

2.3 Entitlement to Benefits . A Participant shall become entitled to receive a benefit under the Plan if the Participant Separates from Service for reasons other than gross misconduct after he or she has completed at least ten years of Credited Service and has attained age 55.

ARTICLE 3

STANDARD BENEFITS

3.1 Basic Benefit . Subject to the succeeding provisions of this article, a Participant shall be entitled to an annual benefit equal to 50% of his or her Final Average Compensation.

3.2 Service Reduction . A Participant’s annual benefit shall be reduced by 10% for each year of Credited Service by which 15 exceeds the number of full years of Credited Service that he or she has completed at the time of his or her Separation from Service. A Participant who has completed less than 10 years of Credited Service shall not be entitled to any benefit.

3.3 Other Retirement Income Reduction .

A. A Participant’s annual benefit shall, to the extent permitted by Section 409A of the Internal Revenue Code, be reduced by the sum of the following amounts:

(1) the amount of the Participant’s annual Social Security Benefit;

(2) the annual amount to which the Participant is entitled under any old age, pension, disability or similar program of any foreign jurisdiction;

(3) the aggregate amount of the Participant’s annual benefits under the H.B. Fuller Company Retirement Plan and each other defined benefit pension plan maintained by an Affiliated Organization that is either a “qualified employer plan” or a “broad-based foreign retirement plan,” as such terms are defined in regulations under section 409A of the Internal Revenue Code; and

(4) the annual amount, if any, that is specified for the Participant in Appendix A hereto.

B. If any benefit described in paragraphs (3) or (4) of Subsection A is payable in a form that differs from the form in which a Participant’s benefit is payable under this Plan, or does not commence at the same time as the Participant’s benefit under this Plan, the Administrator shall, for purposes of this section, convert the value of such

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benefit into an actuarially equivalent benefit that is payable in the same form, and that commences at the same time, as the benefit under this Plan. Notwithstanding the foregoing, if the benefit payable to the Participant under another plan is limited by Section 415(b) of the Internal Revenue Code and such benefit is being converted into the form of benefit described in Section 3.5.B, the amount of the reduction under paragraphs (3) or (4) of Subsection A shall not be less than the amount that could have been paid to the Participant under the other plan in the form of a joint and 50% survivor annuity with the Participant’s spouse as the contingent joint annuitant.

C. If the amount of any reduction described in Subsection A cannot be determined at the time the Participant’s benefit is scheduled to commence, the Administrator shall make a reasonable estimate of the amount of such reduction, and such estimate shall be conclusive and binding on the Affiliated Organizations and the Participant for the purposes of this Plan.

D. If the Participant would be entitled to a benefit described in Subsection A but for his or her failure to apply for such benefit, Subsection A will be applied as if the Participant had applied for and received the benefit.

E. Changes in a benefit described in Subsection A that occur after commencement of the Participant’s benefit under this Plan because of changes in the plan or program under which the benefit is provided or because of cost of living adjustments will not change the amount of the reduction under Subsection A. Scheduled variations in such benefits, other than cost of living adjustments, will be taken into account in determining the reduction under Subsection A.

3.4 Early Retirement Reduction Factor . If a Participant’s benefit commences prior to the date the Participant attains age 62, the benefit shall be reduced by the same factor as a benefit for the Participant under the H.B. Fuller Company Retirement Plan would be reduced if such benefit commenced at the same time, whether or not the Participant is actually entitled to a benefit under such plan.

3.5 Form of Benefit .

A. Except as otherwise provided in Section 3.7.B, a Participant who is not married at the time his or her benefit commences shall receive his or her benefit in the form of a single life annuity.

B. Except as otherwise provided in Section 3.7.B, a Participant who is married at the time his or her benefit commences shall receive a joint and 50% survivor annuity benefit that is the actuarial equivalent of the benefit to which he or she would be entitled if not then married. The Participant’s spouse shall be the contingent joint annuitant and, if such spouse survives the Participant, he or she shall receive an annuity for the balance of his or her life equal to one-half of the annuity that the Participant was receiving immediately prior to his or her death.

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C. A Participant shall be deemed to be not married at the time his or her benefit commences if the Administrator determines that the Participant and his or her spouse are legally separated.

3.6 Death Benefit .

A. If a Participant dies after attaining age 55 and completing at least five years of Credited Service, but prior to his or her Separation from Service, the spouse (if any) to whom the Participant was married throughout the one-year period ending on the date of the Participant’s death shall be eligible to receive a monthly payment for such spouse’s life. Such monthly payment shall commence on the first day of the month following the date of the Participant’s death, and shall be in an amount equal to 50% of the actuarially reduced monthly benefit that would have been payable to the Participant had the Participant retired with an immediate joint and 50% survivor annuity benefit on the day preceding the date of the Participant’s death; provided, that if the Participant had completed fewer than 10 years of Credited Service at the time of his or her death, the service reduction under Section 3.2 shall be calculated as though the Participant had completed 10 years of Credited Service.

B. If a Participant dies after completing at least five years of Credited Service, but prior to attaining age 55 and prior to his or her Separation from Service, the spouse (if any) to whom the Participant was married throughout the one-year period ending on the date of the Participant’s death shall be eligible to receive a monthly payment for such spouse’s life. Such monthly payment shall commence on the first day of the month following the date on which the Participant would have attained age 55, and shall be in an amount equal to 50% of the actuarially reduced monthly benefit that would have been payable to the Participant had the Participant survived until attaining age 55 (but without completing any additional years of Credited Service), retired with an immediate joint and 50% survivor annuity benefit, and died the following day; provided, that if the Participant had completed fewer than 10 years of Credited Service at the time of his or her death, the service reduction under Section 3.2 shall be calculated as though the Participant had completed 10 years of Credited Service.

C. No benefit shall be payable under Subsections A or B with respect to a Participant who is not survived by a spouse to whom the Participant was married throughout the one-year period ending on the date of the Participant’s death, with respect to a Participant who had not completed at least five years of Credited Service, or to a spouse who dies prior to the date on which his or her monthly payment is scheduled to commence.

D. Notwithstanding the foregoing, if a “Pre-2003 Participant” dies after attaining age 55 and completing at least 10 years of Credited Service, but prior to his or her Separation from Service, there shall be paid to such Participant’s designated beneficiary the sum of $50,000 per year for 10 years. Such benefit shall be paid in equal monthly installments, commencing on the first day of the seventh month following the date of the Participant’s death. This benefit shall be paid in lieu of, and not in addition to, the benefit described in Subsection A. For the purposes of this Subsection D and

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Subsection E below, a “Pre-2003 Participant” is an Eligible Employee who first became a Participant in SERP I before January 1, 2003, and who was an Eligible Employee and a Participant in the Plan throughout the period commencing on January 1, 2003 and ending on the date of his or her death.

E. A Pre-2003 Participant may, in form prescribed by and filed with the Administrator, designate a beneficiary to receive the $50,000 per year death benefit payable under Subsection D. If no effective beneficiary designation is on file at the time of the Participant’s death, such death benefit shall be paid as follows:

(1) To the Participant’s surviving spouse, or

(2) If no spouse survives, to the Participant’s surviving children in equal shares, with the descendants of a child who has predeceased the Participant taking such child’s share by representation; or

(3) If none of the Participant’s spouse and descendants is living, to the representative of the Participant’s estate.

The automatic beneficiaries set forth in this Subsection E and, except as otherwise provided in the Participant’s duly filed beneficiary designation, the beneficiaries named in such designation, shall become fixed at the Participant’s death so that if a beneficiary survives the Participant but dies before final payment of the death benefit, any remaining death benefits shall be paid to the representative of such beneficiary’s estate.

F. No benefit, other than the survivor’s annuity payable to the surviving spouse of a Participant whose benefit commenced in the form of a joint and survivor annuity, shall be payable following the death of a Participant who Separated from Service prior to death.

3.7 Time of Payment .

A. Except as provided in Subsections B and C, benefit payments to the Participant shall commence on the first day of the month following the date that is six months after the date the Participant Separates from Service. The amounts that would have been payable to the Participant during the first six months following his or her Separation from Service, had payments to the Participant commenced on the first day of the month following the date the Participant Separated from Service, shall be accumulated and, together with interest thereon, shall be paid to the Participant in a single sum on the date the Participant’s benefit payments commence. Interest shall be calculated at the rate being used for the purpose of calculating different forms of annuities under the H.B. Fuller Company Retirement Plan on the date of the Participant’s Separation from Service.

B. A Participant who has not had a Separation from Service may elect to delay the commencement of his or her benefit payments. A Participant who makes this election may also elect to receive the actuarially equivalent present value of his or her monthly benefit in a lump sum. Such an election shall be made in writing filed with the Administrator, and it shall be subject to the following requirements:

(1) The election must be made at least 12 months prior to the date on which the Participant’s monthly payments would otherwise have begun.

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(2) The election will not take effect if the Participant has a Separation from Service within 12 months after the date on which the election is received by the Administrator.

(3) The election must delay commencement of the Participant’s benefit payments to a date that is not less than five years after the date on which the Participant’s monthly payments would otherwise have begun.

(4) The election may not be revoked after it has been received by the Administrator. A Participant may, however, make a subsequent election to further delay commencement of the Participant’s benefit payments, provided such subsequent election complies in all respects with the requirements of this Subsection C.

3.8 Payment in the Event of Incapacity or Minority . If the Administrator, in its discretion, determines that any person entitled to receive any payment under this Plan is physically, mentally or legally incapable of receiving or acknowledging receipt, and no legal representative has been appointed for such person, the Administrator in its discretion may (but shall not be required to) cause any sum otherwise payable to such person to be paid to such one or more as may be chosen by the Administrator from among the following: the institution maintaining such person, such person’s spouse, children, parents or other relatives by blood or marriage, a custodian under any applicable Uniform Transfers to Minors Act or any other person determined by the Administrator to have incurred expense for such person. The Administrator’s payment based upon its good faith determination of the incapacity of the person otherwise entitled to payments under this Plan and the existence of any other person specified above shall be conclusive and binding on all persons. Any such payment shall be a complete discharge of the liabilities of the Company under this Plan to the extent of such payment.

3.9 Termination of Benefits for Breach of Contract . Notwithstanding the provisions of this article, a Participant’s or beneficiary’s right to further benefits shall terminate upon, and no benefit shall be paid with respect to a Participant following, a determination by the Company that the Participant with respect to whom such benefit would otherwise be payable has committed a material breach of any non-competition or confidentiality agreement between such Participant and an Affiliated Organization.

3.10 Sequence of Adjustments . The benefit to which a Participant is entitled under this article shall be calculated as follows:

A. First, the Participant’s basic benefit will be calculated as provided in Section 3.1.

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B. Next, the Participant’s basic benefit will be reduced pursuant to Section 3.2 if the Participant has fewer than 15 full years of Credited Service.

C. Next, the early retirement reduction factor described in Section 3.4 (if any) shall be applied to the basic benefit as adjusted pursuant to Subsection B.

D. Next, if the Participant’s benefit is payable in the form of a joint and 50% survivor annuity, the actuarial adjustment described in Section 3.5B shall be applied to the benefit determined pursuant to Subsections A through C.

E. Next, the benefit determined pursuant to Subsections A through D shall be reduced by the amounts (if any) determined pursuant to Section 3.3A(3) (relating to benefits payable under other plans maintained by the Affiliated Organizations) and Section 3.3A(4) (relating to the amounts specified in Appendix A).

F. Next, the benefit determined pursuant to Subsections A through E shall be reduced by the amounts (if any) determined pursuant to Section 3.3A(1) (relating to the Participant’s Social Security Benefit) and Section 3.3A(2) (relating to benefits payable under old age, pension, disability or similar programs of foreign jurisdictions).

ARTICLE 4

SOURCE OF BENEFITS

4.1 Employer Funds . This Plan is unfunded, and all benefits payable to Participants and beneficiaries shall be payable solely from the general assets of the Company. No Participant shall be required or permitted to make any contribution to the Plan.

4.2 Trust Fund . The Company has established a trust from which part or all of the benefits under the Plan are to be paid. All of the principal and income of such trust shall remain subject to the claims of the Company’s creditors until applied to the payment of benefits.

4.3 Participant’s Right to Funds . This Plan constitutes a mere promise by the Company to make benefit payments in the future. Beneficial ownership of any assets, whether cash or investments, that the Company may earmark or place in trust to pay the Participants’ benefits under this Plan shall at all times remain in the Company, and no Participant or beneficiary shall have any property interest in any specific assets of the Company. To the extent a Participant or any other person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.

ARTICLE 5

ADMINISTRATION

5.1 Administrator . The Compensation Committee of the Board of Directors of the Company (or such other committee of such board that is, at any relevant time, performing the functions of the Compensation Committee) shall be the Administrator of the Plan. The Committee may delegate any of its administrative functions to another person, subject to revocation of such delegation at any time.

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5.2 Discretion . The Administrator shall have the discretionary power and authority to determine the individuals who shall become Participants in the Plan. The Administrator shall have the discretion and authority to interpret the Plan and to make such rules and regulations as it deems necessary for the administration of the Plan and to carry out its purposes. The determinations of the Administrator shall be conclusive and binding on all persons. Notwithstanding the foregoing, the Administrator shall have no power or authority to add to, subtract from, or modify any of the terms of the Plan, nor to change or add to any benefits provided by the Plan, nor to accelerate or delay the time at which, or change the form in which, a Participant’s benefit is to be paid.

5.3 Determination of Benefit . The Administrator’s good faith determination of the benefits to which a Participant, surviving spouse, or beneficiary is entitled under this Plan shall be conclusive and binding on all persons; provided that this provision shall not preclude the Administrator’s correcting any error the Administrator determines to have been made in the computation of any benefit. The Administrator shall be entitled to recover from any Participant or beneficiary, or from his or her estate, the amount of any overpayment of benefits.

5.4 Benefit Claim Procedure . Within a reasonable period of time following a Participant’s Separation from Service, the Administrator will inform the Participant or the beneficiary of a deceased Participant of the amount of benefits, if any, payable from the Plan. Not later than 30 days after receipt of such notification, the Participant or beneficiary may file with the Administrator a written claim objecting to the amount of benefits payable under the Plan. The Administrator, not later than 90 days after receipt of such claim, will render a written decision to the claimant on the claim. If the claim is denied, in whole or in part, such decision will include the reason or reasons for the denial, a reference to the Plan provision that is the basis for the denial, a description of any additional material or information, if any, necessary for the claimant to perfect the claim, an explanation as to why such information or material is necessary and an explanation of the Plan’s claim procedure. The claimant may file with the Administrator, not later than 60 days after receiving the Administrator’s written decision, a written notice of request for review of the decision, and the claimant or the claimant’s representative may review Plan documents which relate to the claim and may submit written comments to the Administrator. Not later than 60 days after receipt of such review request, the Administrator will render a written decision on the claim, which decision will include the specific reasons for the decision, including a reference to the Plan’s specific provisions where appropriate. The foregoing 90 and 60-day periods during which the Administrator must respond to the claimant may be extended by up to an additional 90 or 60 days, respectively, if special circumstances beyond the Administrator’s control so require.

5.5 Indemnification . The Company shall indemnify the Administrator and each other person to whom administrative functions are delegated against any and all liabilities that may arise out of their administration of the Plan, except those that are imposed on account of such person’s willful misconduct.

5.6 Limitation of Authority . No person performing any administrative functions with respect to the Plan shall exercise, or participate in the exercise of, any discretion with respect to his or her own benefit under the Plan. This provision shall not preclude such person from exercising discretionary authority with respect to the generally applicable provisions of the Plan, even though such person’s benefit may be affected by such exercise.

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ARTICLE 6

MISCELLANEOUS

6.1 Definitions .

A. The terms “Final Average Compensation” and “Credited Service” shall have the meanings given them in the H.B. Fuller Company Retirement Plan at the time a Participant’s eligibility for benefits under this Plan or the amount of such benefits is being determined; provided, however, that:

(1) Final Average Compensation shall be determined without regard to any limitation on the maximum dollar amount of compensation taken into account under the pension plan pursuant to Internal Revenue Code § 401(a)(17) or any similar provision of law.

(2) Final Average Compensation shall be determined by including amounts that would have been treated as compensation under the pension plan, but for the fact that the Participant elected to defer payment of such amounts pursuant to the H.B. Fuller Key Company Employee Deferred Compensation Plan. Deferred compensation shall only be treated as compensation when it would have been received by a Participant had it not been deferred. Payments to a Participant from the H.B. Fuller Company Employee Deferred Compensation Plan will not be included in determining the Participant’s Final Average Compensation.

(3) Final Average Compensation shall be determined by excluding compensation that is paid for employment with a non-U.S. Affiliated Organization.

(4) Service with an Affiliated Organization shall be taken into account as Credited Service for the purposes of determining whether a Participant is entitled to a benefit under Section 3.1, notwithstanding an otherwise applicable limitation based on the Participant’s nationality or place of residence. However, service with a non-U.S. Affiliated Organization after December 31, 2007 shall not be taken into account in determining whether a service reduction will be made to a Participant’s benefit under Section 3.2, or in determining the amount of a Participant’s Accrued Benefit under Section 6.1.F. If a Participant has more than 10 years of Credited Service including service with a non-U.S. Affiliated Organization, but less than 10 years of Credited Service excluding service with a non-U.S. Affiliated Organization, then such Participant’s annual benefit shall be reduced by 50%, and further reduced by 5% for each year of Credited Service (excluding service with a non-U.S. Affiliated Organization) by which 10 exceeds the number of full years of Credited Service (excluding non-U.S. service).

B. The “Company” is the H.B. Fuller Company.

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C. An “Affiliated Organization” is the Company and any corporation, trade or business that, together with the Company, would be treated as a single employer under the provisions of Internal Revenue Code section 414(b) or (c) (including the 80% standard therein).

D. An “Eligible Employee” is one of a select group of management and highly compensated employees of an Affiliated Organization who, under rules established by the Administrator, is eligible to become a Participant in the Plan.

E. A Participant’s “Social Security Benefit” is the amount, as determined by the Administrator based upon the Participant’s estimated earnings history to the date of his or her Separation from Service. If the Participant is eligible for immediate commencement of old age benefits under the Social Security Act on the date as of which his or her benefit payments under this Plan begin, the Participant’s Social Security Benefit shall be determined as of that date. If the Participant is not eligible for immediate commencement of old age benefits under the Social Security Act on the date as of which his or her benefit payments under this Plan begin, the Participant’s Social Security Benefit shall be determined as of the earliest age at which the Participant could commence receiving old age benefits under the Social Security Act.

F. A Participant’s “Accrued Benefit” is an amount, determined as of any date, which is equal to 5% of the benefit the Participant would be entitled to receive at age 62 (assuming his or her continued employment until such time) for each of the Participant’s first ten years of Credited Service as of the date the Accrued Benefit is determined, plus 10% of the benefit the Participant would be entitled to receive at age 62 (assuming his or her continued employment until such date) for each of the Participant’s next five years of Credited Service as of the date the Accrued Benefit is determined. For the purposes of this Subsection F, a Participant’s Final Average Compensation shall be determined by projecting the Participant’s current rate of compensation to age 65, and a Participant’s Social Security Benefit and all other relevant factors used to compute benefits shall be treated as remaining constant as of the beginning of the current year for all subsequent years.

G. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

H. “SERP I” is the H.B. Fuller Company Supplemental Executive Retirement Plan - 1998 Revision, as amended through the Fifth Declaration of Amendment, and as further amended by amendments subsequent to this Sixth Declaration of Amendment.

6.2 Actuarial Equivalency . Whenever an actuarial equivalent must be determined under this Plan, it shall be determined in the same manner, and with the same interest and mortality factors, as such equivalent would be determined under the provisions of the H.B. Fuller Company Retirement Plan in effect at the time such determination is made.

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6.3 Separation from Service . A “Separation from Service” is a severance of a Participant’s employment relationship with all Affiliated Organizations for any reason other than the Participant’s death.

A. A transfer from employment with one Affiliated Organization to employment with another Affiliated Organization, or vice versa, shall not constitute a Separation from Service.

B. Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Affiliated Organization and the Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the employer if the Participant has been providing services to the employer for fewer than thirty-six (36) months).

C. Separation from Service shall not be deemed to occur while a Participant is on military leave, sick leave or other bona fide leave of absence if the period does not exceed six (6) months or, if longer, so long as the Participant retains a right to reemployment with an Affiliated Organization under an applicable statute or by contract. For this purpose, a leave is bona fide only if, and so long as, there is a reasonable expectation that the Participant will return to perform services for an Affiliated Organization. Notwithstanding the foregoing, a twenty-nine (29) month period of absence will be substituted for such six (6) month period if the leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of no less than six (6) months and that causes the Participant to be unable to perform the duties of his or her position of employment.

D. Where as part of a sale or other disposition of assets by an Affiliated Organization to an employer that is not an Affiliated Organization, a Participant providing services to the Affiliated Organization immediately before the transaction and to the buyer immediately after the transaction (“Affected Employee”) would otherwise experience a Separation from Service from the Affiliated Organization as a result of the transaction, the Affiliated Organization and the buyer shall have the discretion to specify that the Affected Employee has not experienced a Separation from Service if (a) the transaction results from bona fide, arm’s length negotiations, (b) all Affected Employees are treated consistently, and (c) such treatment is specified in writing no later than the closing date of the transaction.

6.4 Reemployment . All benefits payable under this Plan shall continue to be paid upon a Participant’s reemployment with an Affiliated Organization.

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6.5 Effective Date . This amendment and restatement of the Plan is effective as of January 1, 2008.

6.6 No Employment Rights . Nothing contained in this Plan shall be construed as conferring upon any employee the right to continue in the employ of any Affiliated Organization.

6.7 No Compensation Guarantees . Nothing contained in this Plan shall be construed as conferring upon any employee the right to receive any specific level of compensation; nor shall any Affiliated Organization be prevented in any way from modifying the manner or form in which the employee is to be compensated.

6.8 Effect on Benefit Plans . Neither benefits accrued by a Participant under this Plan nor amounts paid pursuant to the Plan following the Participant’s Separation from Service shall be deemed to be salary or other compensation to the Participant for the purpose of computing benefits to which he or she may be entitled under any pension plan or other employee benefit plan or arrangement sponsored by any Affiliated Organization, except to the extent such other plan expressly provides otherwise.

6.9 Rights and Benefits Not Assignable . The rights and benefits of a Participant and any other person or persons to whom payments may be made pursuant to this Plan are personal, and shall not be subject to any voluntary or involuntary anticipation, alienation, sale, assignment, pledge, transfer, encumbrance, attachment, garnishment by creditors of the Participant or such person or other disposition; provided, that:

A. payments made to the representative of a person’s estate may be assigned to the persons entitled to such estate; and

B. payments due a Participant may be made to an individual other than the Participant to the extent required by a domestic relations order.

The term “domestic relations order” has the meaning assigned to it by Section 1.409A-3(j)(4)(ii) of the Treasury Regulations.

6.10 Amendment and Termination .

A. The Company may amend this Plan in such manner as it deems advisable, provided that:

(1) no amendment shall reduce the Accrued Benefit of any Participant, determined as of the date of the adoption of such amendment; and

(2) no amendment shall accelerate or delay the time at which, or change the form in which, a Participant’s benefit is to be paid, unless such change is permitted by section 409A of the Internal Revenue Code.

B. The Company may terminate this Plan at any time. No person shall accrue any additional benefits under the Plan following the date of its termination. However, the termination of the Plan shall not affect a Participant’s right to receive payment of his or

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her Accrued Benefit (determined as of the date of the Plan’s termination) upon Separation from Service; provided the Participant would have been entitled to a benefit upon Separation from Service if the Plan had not been terminated.

C. Any amendment or termination of the Plan shall be effected by the delivery to the Administrator of a written instrument, signed by the President or Chief Executive Officer of the Company and by the Secretary or an Assistant Secretary of the Company, setting forth the amendment or providing for the termination of the Plan. The amendment or termination shall be effective as of the date specified in such instrument or, if no date is specified, upon the date such instrument is delivered to the Administrator.

6.11 Titles . The titles to sections in this instrument are for convenience of reference only, and the Plan is not to be construed by reference to them.

6.12 Governing Law . Except to the extent preempted by the ERISA, this Plan shall be construed in accordance with, and governed by, the laws of the State of Minnesota without regard to rules relating to choice of law.

6.13 Internal Revenue Code Section 409A . The Plan is intended to satisfy the requirements for nonqualified deferred compensation plans set forth in section 409A of the Internal Revenue Code, and it shall be interpreted, administered and construed consistent with said intent. If any provision of the Plan is or becomes or is deemed to be inconsistent with such requirements, such provision shall be construed or deemed amended to conform to such requirements. Notwithstanding the foregoing, neither the Company, nor any Affiliated Organization, nor any of their officers, directors, agents or employees shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Plan or on account of any failure to comply with section 409A or any other section of the Internal Revenue Code.

ARTICLE 7

CHANGE IN CONTROL

7.1 Special Provisions . Notwithstanding anything in this Plan to the contrary, the following provisions shall apply upon and after the occurrence of a Change in Control:

A. A number of years shall be added to the age, and a number of years shall be added to the Credited Service, of a CIC Participant for the purposes of Section 2.2 (“Entitlement to Benefits”), Section 3.2 (“Service Reduction”), and Section 3.7.B (“Time of Payment”). The number of years to be added shall be the lesser of five or the number of years specified in any separate written agreement between the CIC Participant and the Company that is in effect on the date the Change in Control occurs. If no such agreement is in effect, then the number of years to be added shall be:

(1) three years, if the CIC Participant is the Chief Executive Officer of the Company, or is classified as a key manager direct report to the Chief Executive Officer of the Company, when the Change in Control occurs;

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(2) two years, if the CIC Participant is not the Chief Executive Officer of the Company, or classified as a key manager direct report to the Chief Executive Officer of the Company, but is in pay grade 32 or above, when the Change in Control occurs;

(3) one year, if the CIC Participant is not the Chief Executive Officer of the Company, or classified as a key manager direct report to the Chief Executive Officer of the Company, but is in pay grade 30 or 31, when the Change in Control occurs; or

(4) no years, if the CIC Participant is not the Chief Executive Officer of the Company, or classified as a key manager direct report to the Chief Executive Officer of the Company, and is in a pay grade below pay grade 30 when the Change in Control occurs.

B. The reduction described in Section 3.3.A(3) (relating to the reduction of benefits for benefits payable under other plans of the Company and its Affiliated Organizations) shall only apply to the extent such other plans are qualified under Section 401(a) of the U.S. Internal Revenue Code, and Section 3.3.A(4) (relating to the reduction of benefits for amounts specified in Appendix A hereto) shall not apply.

C. The reduction described in Section 3.4 (“Early Retirement Reduction Factor”) shall not apply to the benefits payable to a CIC Participant.

D. Section 3.9 (“Termination of Benefits for Breach of Contract”) shall not apply to a CIC Participant.

E. The Plan may not be amended in a manner that would reduce, impair, or otherwise adversely affect a Participant’s right to receive any benefit under the Plan, and the Plan may not be terminated with respect to any Participant, without the Participant’s written consent. In addition, any amendment or termination of the Plan that reduces, impairs, or otherwise adversely affects a Participant’s right to receive any benefit which is adopted or effected, without the Participant’s written consent, during the 12 consecutive month period immediately preceding the occurrence of a Change in Control shall be null and void from the date of its adoption, except insofar as such amendment was required to comply with the requirements of any applicable law, including, without limitation, section 409A of the Internal Revenue Code.

7.2 Definitions . For the purposes of this article:

A. “Change in Control” means:

(1) the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company that any individual, corporation, partnership, association, trust or other entity has become the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the voting power of the Company then outstanding;

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(2) the individuals who, as of August 2, 2004, were members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board);

(3) the shareholders of the Company approve (a) any consolidation, merger, or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the voting power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of substantially all of the assets of the Company; or (c) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or

(4) a majority of the members of the Incumbent Board determine in their sole and absolute discretion that there has been a Change in Control of the Company.

The Company shall notify each Participant promptly of the occurrence of a Change in Control.

B. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

C. “CIC Participant” means a Participant whose employment is terminated upon or within two years after the occurrence of a Change in Control, if such termination is initiated:

(1) by the Company or an Affiliated Organization without Cause; or

(2) by the Participant for Good Reason.

D. “Cause” means any act by a Participant that is materially inimical to the best interests of the Company and that constitutes common law fraud, a felony or other gross malfeasance of duty on the part of the Participant, the Participant’s death, or the Participant’s leaving active employment and qualifying for and receiving disability benefits under the Company’s long-term disability programs as in effect from time to time.

E. “Good Reason” means:

(1) a material change in the Participant’s pay consisting of a 10% or more reduction in total cash compensation opportunity as in effect immediately prior to the Change in Control (unless such reduction is part of an across-the-board uniformly applied reduction affecting all similarly situated Participants); or

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(2) a significant diminution in the Participant’s authority and duties as in effect immediately prior to the Change of Control (excluding an isolated, insubstantial or inadvertent action not taken in bad faith that is remedied promptly by the Company after receiving notice); provided, however, that a change of the individual or officer to whom the Participant reports, in and of itself, would not constitute diminution; or

(3) any change in a Participant’s principal work location, if the new principal work location is 50 or more miles from the previous work location;

provided, that a Participant shall not be deemed to have terminated employment for Good Reason unless the termination occurs within 180 days after the Participant is notified by the Company of the event constituting Good Reason or, if later, within 180 days after the occurrence of such event.

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Exhibit 10.3

AMENDMENT TO THE

H.B. FULLER COMPANY

EXECUTIVE BENEFIT TRUST

THIS AGREEMENT is made this 19th day of December, 2007 by and between H.B. FULLER COMPANY, a Minnesota corporation (the “Company”), and U.S. BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).

WITNESSETH :

WHEREAS, the Company and the Trustee have heretofore entered into a trust agreement, dated October 25, 1993 (the “Agreement”), creating the H.B. Fuller Company Executive Benefit Trust, which Agreement, as amended, is now in full force and effect;

WHEREAS, the Company has reserved the power to amend the Agreement pursuant to Section 9.1 thereof, subject to the Trustee’s consent in certain cases; and

WHEREAS, the Company and the Trustee wish to amend the Agreement in certain respects;

NOW, THEREFORE, in consideration of the premises, and of the mutual covenants hereinafter set forth, the parties agree that the Agreement is hereby amended as follows:

1. A new Section 10.7 is added to the Agreement, to read as follows:

“10.7 Internal Revenue Code Section 409A . Notwithstanding anything herein to the contrary:

(a) None of the assets of the Trust shall be located or transferred outside of the United States, except that Trust assets may be located in a foreign jurisdiction if substantially all of the services to which the nonqualified deferred compensation funded by such assets relates are performed in such jurisdiction.

(b) In no event shall assets of the Trust become restricted to the provision of benefits under any Plan in connection with a change in the Company’s financial health.

(c) In no event shall assets of the Trust become restricted to the provision of benefits under any Plan in connection with a Restricted Period (or other similar financial measure determined by the Secretary of the Treasury).

(d) No assets shall be transferred to, or set aside or reserved (directly or indirectly) in, the Trust during any Restricted Period for purposes of paying deferred compensation of an Applicable Covered Employee.

(e) For the purposes of Subsections (c) and (d):

(i) The term ‘Restricted Period’ means, with respect to any single-employer defined benefit plan of the Company or any member of the Company’s commonly controlled group:

(A) any period during which the plan is in at-risk status (as defined in section 430(i) of the Internal Revenue Code);

(B) any period during which the plan sponsor is a debtor in a case under title 11, United States Code, or any similar Federal or State law; and

(C) the 12-month period beginning on the date which is six months before the termination date of the plan if, as of the termination date, the plan is not sufficient for benefit liabilities (within the meaning of section 4041 of the Employee Retirement Income Security Act of 1974).

(ii) The term ‘Applicable Covered Employee’ means any:

(A) Covered Employee of a plan sponsor;

(B) Covered Employee of a member of a controlled group that includes the plan sponsor; and

(C) former employee who was a Covered Employee at the time of termination of employment with the plan sponsor or a member of a controlled group that includes the plan sponsor.

(iii) The term ‘Covered Employee’ means an individual described in section 162(m)(3) of the Internal Revenue Code or an individual subject to the requirements of section 16(a) of the Securities Exchange Act of 1934.

The provisions of this Section 10.7 are intended to satisfy the requirements for nonqualified deferred compensation plans set forth in section 409A(b) of the Internal Revenue Code, and they shall be interpreted, administered and construed consistent with said intent.”

2. Schedule A to the Agreement is amended to read as set forth in the instrument hereto attached.

3. Paragraph 1 of this amendment is generally effective as of January 1, 2005; provided, that:

(a) the provisions of Subsections (a) and (b) of Section 10.7 shall be subject to the transition relief described in IRS Notice 2006-33; and

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(b) the provisions of Subsections (c) and (d) of Section 10.7 shall apply to transfers or other reservations of assets after August 17, 2006

Paragraph 2 of this amendment is effective as of January 1, 2008.

IN WITNESS WHEREOF, the Company and the Trustee have executed this instrument as of the date first written above.

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H.B. FULLER COMPANY

EXECUTIVE BENEFIT TRUST

SCHEDULE A

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Exhibit 10.4

H.B. FULLER COMPANY

DEFINED CONTRIBUTION RESTORATION PLAN

(As Amended and Restated Effective January 1, 2008)

H.B. FULLER COMPANY

DEFINED CONTRIBUTION RESTORATION PLAN

(As Amended and Restated Effective January 1, 2008)

TABLE OF CONTENTS

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H.B. FULLER COMPANY

DEFINED CONTRIBUTION RESTORATION PLAN

(As Amended and Restated Effective January 1, 2008)

SECTION 1

INTRODUCTION AND DEFINITIONS

1.1. Introduction. Effective January 1, 2007, H.B. Fuller Company (“H.B. Fuller”) established a nonqualified, unfunded, nonelective deferred compensation plan entitled “H.B. Fuller Company Defined Contribution Restoration Plan” (the “Plan”) for the purpose of providing a select group of management or highly compensated employees of H.B. Fuller and certain affiliated corporations (“Employers” or “Employer” as applicable) with retirement benefits that cannot be provided under the tax-qualified H.B. Fuller Company Thrift Plan and EFTEC Savings Plan on account of compensation limits under section 401(a)(17) of the Code.

Pursuant to Section 8.1 of the Plan, H.B. Fuller hereby amends and restates the Plan Statement in its entirety to read as set forth in this instrument. This amendment and restatement shall be effective as of January 1, 2008.

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

1.2.1. Account — the separate bookkeeping accounts representing the separate unfunded and unsecured general obligation of the Employers 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 in Sections 3 and 4 and from which are subtracted payments made pursuant to Section 7, including:

(a) a Restoration Match Account, to record the amounts that are credited to a Participant pursuant to Section 3.1;

(b) a Restoration Nonelective Account, to record the amounts that are credited to a Participant pursuant to Section 3.2; and

(c) a SERP Account, to record the amounts that are credited to a Participant pursuant to Section 3.3.

Such subaccounts may be established as the Company may determine necessary or useful to the administration of this Plan.

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. Base Plan — the H.B. Fuller Company Thrift Plan or any successor plan thereto.

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1.2.4. Beneficiary — a person designated by a Participant (or automatically by operation of Section 7.5) 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.

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

(a) a change in 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 a beneficial owner (as defined in Rules 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities or the Company representing 30% or more of the Voting Power of the Company then outstanding;

(c) the individuals who, as of January 1, 2007, are members of the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Company’s shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such a new director shall be considered to be a member of the Incumbent Board);

(d) the approval of the shareholders of the Company of (i) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the Voting Power of the Company then outstanding or the combined voting power of the surviving entity’s then outstanding voting securities; (ii) any sale, lease, exchange or other transfer in one transaction or series of related transactions substantially all of the assets of the Company; or (iii) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or

(e) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control of the Company.

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

1.2.9. Continuous Participation — a period commencing on the date on which an Eligible Employee becomes eligible to receive SERP credits under Section 3.3, and ending on the date the Participant Separates from Service or otherwise ceases to be eligible to receive SERP credits; provided, that:

(a) the Continuous Participation of a Participant described in Section 2.1.1(c) shall be deemed to have commenced on January 1, 2007; and

(b) a period during which a Participant’s eligibility is suspended pursuant to Section 2.2 shall be included in the Participant’s period of Continuous Participation.

Separate periods of Continuous Participation shall not be aggregated.

1.2.10. DB SERP — the H.B. Fuller Company Supplemental Executive Retirement Plan I.

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. Alternatively, a Participant will be considered disabled if the Participant is, by reason of any medically determinable physical or mental impairment which is expected to result in death or to last for a continuous period of at least 12 months, receiving income replacement for a period of at least 3 months under the Employer’s disability plan. 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. Deferred Compensation Plan — the H.B. Fuller Company Key Employee Deferred Compensation Plan or any successor plan thereto.

1.2.13. Effective Date — January 1, 2007. The Effective Date of this amendment and restatement of the Plan Statement is January 1, 2008.

1.2.14. Eligible Compensation — whichever of the following is applicable to the credits in question:

(a) Restoration Match Compensation — Eligible Earnings as defined under the Base Plan; provided, however, that (i) Restoration Match Compensation shall be determined without regard to limitations imposed under section 401(a)(17) of the Code; and (ii) to the extent not already excluded from the definition of Eligible Earnings under the Base Plan, Restoration Match Compensation shall exclude the value of all stock options and stock appreciation rights (whether or not exercised).

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(b) Restoration Nonelective Compensation — that portion of a Participant’s Restoration Match Compensation for a Plan Year that exceeds the Participant’s Eligible Earnings as defined under the Base Plan for such Plan Year.

(c) SERP Compensation — Compensation as defined under the Retirement Plan; provided, however, that (i) SERP Compensation shall be determined without regard to limitations imposed under section 401(a)(17) of the Code; and (ii) SERP Compensation shall be determined by including amounts that would have been treated as Compensation under the Retirement Plan, but for the fact that the Participant elected to defer payment of such amounts pursuant to the Deferred Compensation Plan. Deferred compensation shall only be treated as compensation when it would have been received by a Participant had it not been deferred. Payments to a Participant from the Deferred Compensation Plan will not be included in determining the Participant’s SERP Compensation.

1.2.15. Employers — H.B. Fuller and each Affiliate that employs persons who are designated by the Committee for participation in this Plan (collectively the “Employers” and separately the “Employer”).

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

1.2.17. Measuring Option(s) — the investment option(s) determined from time to time in the sole discretion of the Committee which may be elected by the Participant to measure the value of credits in the Participant’s Account. In the absence of a specific determination by the Committee, the value of the Participant’s Account shall be increased daily by a factor that would result in an annual rate of return equal to the annual prime rate for corporate borrowers quoted each day by the Wall Street Journal.

1.2.18. Participant — an employee of an Employer who becomes a Participant in this Plan in accordance with the provisions of Section 2. An employee 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 when the Participant is no longer employed by an Employer or an Affiliate and upon which the Participant no longer has any Account under this Plan (that is, the Participant has received a distribution of all of the Participant’s Account).

1.2.19. Plan — the nonqualified, income deferral program maintained by H.B. Fuller established for the benefit of Participants eligible to participate therein, 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 Defined Contribution Restoration Plan.

1.2.20. Plan Statement — this document entitled “H.B. Fuller Company Defined Contribution Restoration Plan” as adopted by the Board of Directors of H.B. Fuller, as the same may be amended from time to time thereafter.

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1.2.21. Plan Year — the twelve (12) consecutive month period ending on any December 31.

1.2.22. Retirement Plan — the H.B. Fuller Company Retirement Plan or any successor plan thereto.

1.2.23. Separation from Service — severance of an employee’s employment relationship with the Employers and all Affiliates for any reason other than the employee’s death.

(a) A transfer from employment with an Employer to employment with an Affiliate, or vice versa, shall not constitute a Separation from Service.

(b) Whether a Separation from Service has occurred is determined based on whether the facts and circumstances indicate that the Employer and employee reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the employee would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the employer if the employee has been providing services to the employer for less than thirty six (36) months).

(c) Separation from Service shall not be deemed to occur while the employee is on military leave, sick leave or other bona fide leave of absence if the period does not exceed six (6) months or, if longer, so long as the employee retains a right to reemployment with the Employer or an Affiliate under an applicable statute or by contract. For this purpose, a leave is bona fide only if, and so long as, there is a reasonable expectation that the employee will return to perform services for the Employer or an Affiliate. Notwithstanding the foregoing, a twenty-nine (29) month period of absence will be substituted for such six (6) month period if the leave is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of no less than six (6) months and that causes the employee to be unable to perform the duties of his or her position of employment.

(d) Where as part of a sale or other disposition of assets by the Employer to an employer that is not an Affiliate, an employee providing services to the Employer immediately before the transaction and to the buyer immediately after the transaction (“Affected Employee”) would otherwise experience a Separation from Service from the Employer as a result of the transaction, the Employer and the buyer shall have the discretion to specify that the Affected Employee has not experienced a Separation from Service if (i) the transaction results from bona fide, arm’s length negotiations, (ii) all Affected Employees are treated consistently, and (iii) such treatment is specified in writing no later than the closing date of the transaction.

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1.2.24. 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 of the Code, without regard to section 152(b)(1), (b)(2), or (d)(1)(B) 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.

SECTION 2

PARTICIPATION

2.1. Eligibility Requirements.

2.1.1. General Requirements. Each employee of an Employer shall become a Participant in the Plan upon satisfaction of the following requirements:

(a) Employee is determined by the Committee to be classified at the pay grade of thirty-two (32) or higher or to be a member of a select group of management or highly compensated employees (as that term is used in ERISA); and

(b) Employee is affirmatively selected by the Committee for participation in the Plan; or

(c) Employee made a “Transition Election” under section 2.4 of the DB SERP, as in effect on December 31, 2007.

2.1.2. Requirements for Restoration Match Credits. To be eligible for credits under Section 3.1, an employee must satisfy the requirements in Section 2.1.1(a) and (b) and be eligible to participate in the Base Plan.

2.1.3. Requirements for Restoration Nonelective Credits. To be eligible for credits under Section 3.2, an employee must satisfy the requirements in Sections 2.1.1(a) and (b) and 2.1.2 and be eligible to receive “Nonelective Contributions” under the Base Plan.

2.1.4. Requirements for SERP Credits. To be eligible for credits under Section 3.3, an employee must either:

(a) satisfy the requirements in Section 2.1.1(a) and (b); or

(b) satisfy the requirement in 2.1.1(c) and be determined by the Committee to be a member of a select group of management or highly compensated employees (as that term is used in ERISA).

2.2. Suspension of Eligibility. If the Committee, a court of competent jurisdiction, any representative of the U.S. Department of Labor or any other governmental, regulatory or similar body makes any direct or indirect, formal or informal determination that a Participant has ceased to be a member of a select group of management or highly compensated employees (as that term is used in ERISA), credits under Section 3 for such individual shall cease upon such

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determination until such time as the individual is again determined by the Committee to be eligible to participate in the Plan. In addition, credits under Section 3 shall cease for any period during which a Participant is employed by a non-U.S. Affiliate.

SECTION 3

CREDITS TO ACCOUNT

3.1. Restoration Match Credits .

3.1.1. Amount. As soon as administratively feasible after the end of the Plan Year (or as soon as administratively feasible following a Participant’s Separation from Service, if the Participant Separates from Service before the end of the Plan Year), the Company shall credit the Account of each eligible Participant with an amount equal to four percent (4%) of the Participant’s Restoration Match Compensation for such Plan Year less the amount of employer matching contributions actually credited to the Participant for such Plan Year in the Base Plan. In no event shall the credit to the Account before the reduction for taxes exceed the matching contribution the Participant would have received in the Base Plan but for restrictions that reflect limits under the Code on contributions to the Base Plan.

3.1.2. Eligible Participants. For purposes of this Section 3.1, a Participant shall be an eligible Participant for a Plan Year only if (a) the Participant was eligible to participate under the Base Plan on the first day of the Plan Year, and (b) the Participant’s elective deferrals under the Base Plan were equal to the maximum amount permitted for such Plan Year under section 402(g) of the Code PLUS , if applicable to the Participant, the maximum amount permitted for such Plan Year under section 414(v) of the Code ( i.e. , catch up deferrals). For this purpose, a Participant who ceases to be eligible to participate in the Base Plan before the end of the Plan Year shall be treated as having deferred the maximum amounts under sections 402(g) and 414(v) of the Code if the Participant deferred a pro-rated amount of such maximum amounts based on the number of pay periods during which the Participant was eligible to participate in the Base Plan.

3.2. Restoration Nonelective Credits .

3.2.1. Amount. As soon as administratively feasible after the end of a Plan Year beginning on or after January 1, 2008 (or as soon as administratively feasible following a Participant’s Separation from Service, if the Participant Separates from Service before the end of such a Plan Year), the Company shall credit the Account of each eligible Participant with an amount equal to three percent (3%) of the Participant’s Restoration Nonelective Compensation for such Plan Year (or such lesser percentage as was used in determining Nonelective Contributions to the Base Plan for such Plan Year).

3.2.2. One-Time Additional Amount. As soon as administratively feasible after December 31, 2007, the Company shall credit the Account of a Participant who would have been eligible to receive a credit pursuant to this Section 3.2 for the Plan Year ending December 31, 2007, had this Section 3.2 been in effect on January 1, 2007, with an amount equal to three percent (3%) of the Participant’s Restoration Nonelective Compensation for the Plan Year ending December 31, 2007.

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3.2.3. Eligible Participants. For purposes of this Section 3.2, a Participant shall be an eligible Participant for a Plan Year only if the Participant was eligible to receive a “Nonelective Contribution” under the Base Plan for such Plan Year.

3.3. SERP Credits .

3.3.1. Amount. As soon as administratively feasible after the end of a Plan Year beginning on or after January 1, 2008 (or as soon as administratively feasible following a Participant’s Separation from Service, if the Participant Separates from Service before the end of such a Plan Year), the Company shall credit the Account of each eligible Participant with an amount equal to seven percent (7%) of the Participant’s SERP Compensation for such Plan Year.

3.3.2. One-Time Additional Amount. As soon as administratively feasible after December 31, 2007, the Company shall credit the Account of each eligible Participant who made a “Transition Election” under section 2.4 of the DB SERP, as in effect on December 31, 2007, with an amount equal to the Participant’s “DC SERP Transfer Amount,” as determined under section 2.4 of the DB SERP as in effect on December 31, 2007.

3.3.3. Eligible Participants. For purposes of this Section 3.3, a Participant shall be an eligible Participant for a Plan Year only if the Participant satisfies the requirements of Section 2.1.4 for such Plan Year.

3.4. Reduction for FICA Taxes. Notwithstanding the foregoing, the amounts from time to time credited to the Account of a Participant shall be reduced by the amount of any FICA taxes that may be due with respect to such credit. Such reductions shall be made in accordance with the requirements of section 3121(v) of the Code, as of the later of the date on which services creating the right to the amount deferred are performed or the date on which the right to the deferred amount is no longer subject to a substantial risk of forfeiture.

SECTION 4

ADJUSTMENT OF ACCOUNTS

4.1. Establishment of Accounts. There shall be established for each Participant unfunded, bookkeeping Accounts which shall be hypothetical in nature. Neither the Plan nor any of the Accounts shall hold or be required to hold any actual funds or assets.

4.2. Adjustments of Accounts. From time to time, but not less frequently than the last day of each Plan Year, the value of each Account or portion of an Account shall be increased (or decreased) for distributions, credits (including any earnings, gains or losses thereon) and any expenses charged to the Account.

4.3. Investment Adjustments. The Committee shall have the sole discretion to designate from time to time the Measuring Option(s) in which the Accounts may be deemed invested. The Committee shall, in its sole discretion, adopt rules specifying (i) the circumstances under which a particular Measuring Option may be elected (or automatically utilized), (ii) the minimum or maximum percentages which may be allocated to the Measuring Option, (iii) the procedures (if any) for Participants making or changing elections of Measuring Options (including when such

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elections and election changes shall be implemented after the election is accepted by the Committee), (iv) the extent (if any) to which beneficiaries of deceased Participants may change Measuring Options, and (v) the effect of a Participant’s or beneficiary’s failure to make an effective election with respect to a Measuring Option. Notwithstanding the foregoing, subsequent to a Change in Control, the Committee shall maintain the availability of those Measuring Options in place at the time of the Change in Control (or substantially equivalent Measuring Options).

SECTION 5

VESTING

5.1. Restoration Match Account . The Restoration Match Account of each Participant shall be fully (100%) vested and nonforfeitable at all times.

5.2. Restoration Nonelective Account . The Restoration Nonelective Account of each Participant shall become fully (100%) vested and nonforfeitable when:

(a) the Participant attains his or her Normal Retirement Date (as such term is defined in the Base Plan);

(b) the Participant dies or becomes Disabled (as such term is defined in the Base Plan); or

(c) the Participant completes three (3) years of Continuous Service (as such term is defined in the Base Plan).

A Participant’s Restoration Nonelective Account shall be zero percent (0%) vested at all times prior to the date on which it becomes fully (100%) vested.

5.3. SERP Account .

5.3.1. Vesting Schedule. The SERP Account of each Participant shall be fully (100%) vested:

(a) when the Participant dies or becomes Disabled; or

(b) on the date the Participant completes three (3) years of Continuous Participation; or

(c) in the case of a Participant described in Section 2.1.1(c), on the later of January 1, 2009 or the date the Participant has attained age fifty-five (55) and completed at least ten (10) years of Credited Service (as defined for the purposes of the DB SERP);

whichever first occurs. A Participant’s SERP Account shall be zero percent (0%) vested at all times prior to the date on which it becomes fully (100%) vested.

5.3.2. Forfeiture of Benefits. In addition, and notwithstanding the foregoing, the balance credited to a Participant’s SERP Account shall be zero percent (0%) vested if:

(a) the Participant is Separated from Service for gross misconduct; or

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(b) the Committee determines that the Participant has committed a material breach of any non-competition or confidentiality agreement between such Participant and the Company or an Affiliate.

5.4. Forfeitures. The nonvested portion of a Participant’s Accounts shall be forfeited to the Company upon the Participant’s Separation from Service (or, in the case of a SERP Account, upon a determination that the Participant has committed a material breach of any non-competition or confidentiality agreement), and the Participant shall have no further right or claim thereto.

5.5. Corrections. Notwithstanding the foregoing, if the Company determines in its discretion that a Participant has improperly received a credit under this Plan for any reason (including, but not limited to, an erroneous calculation or other mistake of fact, or on account of a restatement of earnings), the Account shall be reduced by the amount of the improper credit.

SECTION 6

CHANGE IN CONTROL

6.1. Provisions Applicable to a CIC Participant. Following the occurrence of a Change in Control, the following number of years shall be added to a CIC Participant’s years of Continuous Service for the purposes of Section 5.2(c), and to a CIC Participant’s years of Continuous Participation for the purposes of Section 5.3.1(b):

(a) three years, if the CIC Participant is the Chief Executive Officer of the Company, or is classified as a key manager direct report to the Chief Executive Officer of the Company, when the Change in Control occurs;

(b) two years, if the CIC Participant is not the Chief Executive Officer of the Company, or classified as a key manager direct report to the Chief Executive Officer of the Company, but is in pay grade 32 or above, when the Change in Control occurs;

(c) one year, if the CIC Participant is not the Chief Executive Officer of the Company, or classified as a key manager direct report to the Chief Executive Officer of the Company, but is in pay grade 30 or 31, when the Change in Control occurs; or

(d) no years, if the CIC Participant is not the Chief Executive Officer of the Company, or classified as a key manager direct report to the Chief Executive Officer of the Company, and is in a pay grade below pay grade 30 when the Change in Control occurs.

6.2. Definitions. For the purposes of this Section 6:

6.2.1. “CIC Participant means a Participant whose employment is terminated upon or within two years after the occurrence of a Change in Control, if such termination is initiated:

(a) by the Company or an Affiliate without Cause; or

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(b) by the Participant for Good Reason.

6.2.2. “Cause” means any act by a Participant that is materially inimical to the best interests of the Company and that constitutes common law fraud, a felony or other gross malfeasance of duty on the part of the Participant, the Participant’s death, or the Participant’s leaving active employment and qualifying for and receiving disability benefits under the Company’s long-term disability programs as in effect from time to time.

6.2.3. “Good Reason” means:

(a) a material change in the Participant’s pay consisting of a 10% or more reduction in total cash compensation opportunity as in effect immediately prior to the Change in Control (unless such reduction is part of an across-the-board uniformly applied reduction affecting all similarly situated Participants); or

(b) a significant diminution in the Participant’s authority and duties as in effect immediately prior to the Change of Control (excluding an isolated, insubstantial or inadvertent action not taken in bad faith that is remedied promptly by the Company after receiving notice); provided, however, that a change of the individual or officer to whom the Participant reports, in and of itself, would not constitute diminution; or

(c) any change in a Participant’s principal work location, if the new principal work location is 50 or more miles from the previous work location;

provided, that a Participant shall not be deemed to have terminated employment for Good Reason unless the termination occurs within 180 days after the Participant is notified by the Company of the event constituting Good Reason or, if later, within 180 days after the occurrence of such event.

SECTION 7

DISTRIBUTIONS

7.1. Time of Distribution. The value of the Participant’s vested Account shall be determined as of the last business day of the month in which occurs the earliest of (i) the date that is six (6) months following the Participant’s Separation from Service, (ii) the date of Participant’s death, or (iii) the date of the Participant’s Disability (the “Distribution Date”), and payment of the vested amount to the Participant (or Beneficiary, if applicable) shall commence within ninety (90) days thereafter.

7.2. Form of Distribution. Distribution shall be made to the Participant (or Beneficiary, if applicable) in a single lump sum.

7.3. Distributions in Cash. Distribution from the Participant’s Account shall be paid in cash.

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7.4. Special Rules.

7.4.1. Unforeseeable Emergency. A Participant whose Distribution Date has not occurred but who has incurred an Unforeseeable Emergency may request a withdrawal from such Participant’s Account. In the event that the Company, upon written petition of the Participant, determines in its sole discretion that the Participant has suffered an Unforeseeable Emergency, the Company shall distribute to the Participant as soon as reasonably practicable following such determination, an amount (not in excess of the value of the Participant’s Account) necessary to satisfy the emergency. Distribution shall be taken starting with the most recent credits to such Account.

7.4.2. Code §162 Delay. Notwithstanding anything to the contrary in this Section 7, distribution shall be delayed when the Employer reasonably anticipates that the Employer’s federal income tax deduction with respect to such distribution otherwise would be limited or eliminated by application of section 162(m) of the Code. The distribution shall thereafter be made at the earliest date at which the Employer reasonably anticipates that the deduction with respect to such distribution will not be limited or eliminated by application of section 162(m) of the Code. Notwithstanding the foregoing, a distribution may not delayed pursuant to this Section 7.4.2 unless all scheduled payments to the same Participant that may be delayed in accordance with section 1.409A-2(b)(7)(i) of the Treasury regulations are also delayed.

7.4.3. Lump Sum Distribution to Pay Taxes. Notwithstanding anything to the contrary in this Section 7, a lump sum shall be distributed to the Participant (i) to pay any employment taxes under FICA that may become due on compensation deferred under this Plan, (ii) to pay any income tax withholding related to the distribution of amounts to pay FICA taxes, and (iii) to pay any amounts required to be included in the Participant’s income due to failure to comply with the requirements in section 409A of the Code.

7.5. Designation of Beneficiaries.

7.5.1. Right to Designate. Each Participant may designate, upon a form to be furnished by and filed with the Company, one or more primary Beneficiaries or alternative Beneficiaries to receive all or a specified part of such Participant’s Account in the event of such Participant’s death. The Participant may change or revoke any such designation from time to time without notice to or consent from any spouse, Beneficiary or any other person. No such designation, change or revocation shall be effective unless executed by the Participant and received by the Company during the Participant’s lifetime. The Company may establish rules for the use of electronic signatures. Until such rules are established, electronic signatures shall not be effective.

7.5.2. Failure of Designation. If a Participant:

(a) fails to designate a Beneficiary,

(b) designates a Beneficiary and thereafter revokes such designation without naming another Beneficiary, or

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(c) designates one or more Beneficiaries and all such Beneficiaries so designated fail to survive the Participant,

such Participant’s Account, or the part thereof as to which such Participant’s designation fails, as the case may be, shall be payable to the first class of the following classes of automatic Beneficiaries with a member surviving the Participant and (except in the case of surviving issue) in equal shares if there is more than one member in such class surviving the Participant:

Participant’s surviving spouse

Participant’s surviving issue per stirpes and not per capita

Participant’s surviving parents

Participant’s surviving brothers and sisters

Representative of Participant’s estate.

7.5.3. Disclaimers by Beneficiaries. A Beneficiary entitled to a payment of all or a portion of a deceased Participant’s Account may disclaim an interest therein subject to the following requirements. To be eligible to disclaim, a Beneficiary must be a natural person, must not have received a payment of all or any portion of the Account at the time such disclaimer is executed and delivered, and must have attained at least age twenty-one (21) years as of the date of the Participant’s death. Any disclaimer must be in writing and must be executed personally by the Beneficiary before a notary public. A disclaimer shall state that the Beneficiary’s entire interest in the unpaid Account is disclaimed or shall specify what portion thereof is disclaimed. To be effective, an original executed copy of the disclaimer must be both executed and actually delivered to the Company after the date of the Participant’s death and prior to the date on which payment is made pursuant to Section 7.1 (but not later than nine (9) months after the date of the Participant’s death). A disclaimer shall be irrevocable when delivered to the Company. A disclaimer shall be considered to be delivered to the Company only when actually received by the Company. The Company shall be the sole judge of the content, interpretation and validity of a purported disclaimer. Upon the filing of a valid disclaimer, the Beneficiary shall be considered not to have survived the Participant as to the interest disclaimed. A disclaimer by a Beneficiary shall not be considered to be a transfer of an interest in violation of the provisions of Section 12.12 and shall not be considered to be an assignment or alienation of benefits in violation of federal law prohibiting the assignment or alienation of benefits under this Plan. No other form of attempted disclaimer shall be recognized by the Company.

7.5.4. Definitions. When used herein and, unless the Participant has otherwise specified in the Participant’s Beneficiary designation, when used in a Beneficiary designation, the following definitions and rules shall be applied.

(a) “Issue” means all persons who are lineal descendants of the person whose issue are referred to, subject to the following:

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(b) “Child” means an issue of the first generation;

(c) “Per stirpes” means in equal shares among living children of the person whose issue are referred to and the issue (taken collectively) of each deceased child of such person, with such issue taking by right of representation of such deceased child; and

(d) “Survive” and “surviving” mean living after the death of the Participant.

7.5.5. Special Rules. Unless the Participant has otherwise specified in the Participant’s Beneficiary designation, the following rules shall apply:

(a) If there is not sufficient evidence that a Beneficiary was living at the time of the death of the Participant, it shall be deemed that the Beneficiary was not living at the time of the death of the Participant.

(b) The automatic Beneficiaries specified in Section 7.5.2 and the Beneficiaries designated by the Participant shall become fixed at the time of the Participant’s death so that, if a Beneficiary survives the Participant but dies before the receipt of all payments due such Beneficiary hereunder, such remaining payments shall be payable to the representative of such Beneficiary’s estate.

(c) If the Participant designates as a Beneficiary the person who is the Participant’s spouse on the date of the designation, either by name or by relationship, or both, the dissolution, annulment or other legal termination of the marriage between the Participant and such person shall automatically revoke such designation. The foregoing shall not prevent the Participant from designating a former spouse as a Beneficiary on a form that is both executed by the Participant and received by the Company (i) after the date of the legal termination of the marriage between the Participant and such former spouse and (ii) during the Participant’s lifetime.

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(d) Any designation of a nonspouse Beneficiary by name that is accompanied by a description of relationship to the Participant shall be given effect without regard to whether the relationship to the Participant exists either then or at the Participant’s death.

(e) Any designation of a Beneficiary only by statement of relationship to the Participant shall be effective only to designate the person or persons standing in such relationship to the Participant at the Participant’s death.

(f) The Company shall be the sole judge of the content, interpretation and validity of a purported Beneficiary designation.

7.6. No Spousal Rights. No spouse, former spouse, Beneficiary or other person shall have any rights or interest in the benefits credited under this Plan including, but not limited to, the right to be the sole Beneficiary or to consent to the designation of Beneficiaries (or the changing of designated Beneficiaries) by the Participant.

7.7. Death Prior to Full Payment. If, at the death of the Participant, any payment to the Participant was due or otherwise pending but not actually paid, the amount of such payment shall be paid to the Beneficiary (and shall not be paid to the Participant’s estate).

7.8. Facility of Payment. In case of the legal disability, including minority, of an individual entitled to receive any payment under this Plan, payment shall be made, if the Committee shall be advised of the existence of such condition:

(a) to the duly appointed guardian, conservator or other legal representative of such individual, or

(b) to a person or institution entrusted with the care or maintenance of the incompetent or disabled Participant or Beneficiary, provided such person or institution has satisfied the Committee that the payment will be used for the best interest and assist in the care of such individual, and provided further, that no prior claim for said payment has been made by a duly appointed guardian, conservator or other legal representative of such individual.

Any payment made in accordance with the foregoing provisions of this section shall constitute a complete discharge of any liability or obligation of the Plan and the Company therefore.

SECTION 8

FUNDING OF PLAN

8.1. Unfunded Obligation. The obligation of the Employers to make payments under this Plan constitutes only the unsecured (but legally enforceable) promise of the Employers to make such payments. No Participant or Beneficiary shall have any lien, prior claim or other security interest in any property of the Employers. The Employers may, but shall have no obligation to, establish or maintain any fund, trust or account (other than a bookkeeping account or reserve) for the purpose of funding or paying the benefits promised under this Plan. If such a fund, trust or account is established, the property therein shall remain the sole and exclusive property of the

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Employer that established it. The Employers shall be obligated to pay the benefits of this Plan out of their general assets. If, as of the close of business on the date of a Change in Control, the aggregate value of the Participant Accounts exceeds the value of the assets held in a trust that has been established by an Employer, then within thirty (30) days of such Change in Control, each Employer that has established such a trust shall contribute to such trust assets having a value at least equal to the amount of such excess.

8.2. Corporate Obligation. Neither the Company, the Board of Directors of the Company, the Chief Executive Officer, the Committee, the Employers nor any of their directors, officers, agents or employees in any way secure or guarantee the payment of any benefit or amount which may become due and payable hereunder to or with respect to any Participant. Each person entitled or claiming to be entitled at any time to any benefit hereunder shall look solely to the assets of the Employers for such payments as unsecured general creditors. If, or to the extent that, Accounts have been paid to or with respect to a present or former Participant and that payment purports to be the payment of a benefit hereunder, such former Participant or other person or persons, as the case may be, shall have no further right or interest in the other assets of the Employers in connection with this Plan. No person shall be under any liability or responsibility for failure to effect any of the objectives or purposes of this Plan by reason of the insolvency of the Employers.

SECTION 9

AMENDMENT AND TERMINATION

9.1. Amendment of Plan. The Company reserves the power to alter, amend or wholly revise the Plan at any time and from time to time by action of the Board of Directors, and the interest of each Participant is subject to the powers so reserved; provided, however, that no amendment made subsequent to a Change in Control shall be effective to the extent that it would have a materially adverse impact on a Participant’s reasonably expected economic benefit attributable to compensation deferred by the Participant prior to the Change in Control. An amendment shall be authorized by the Board of Directors and shall be stated in an instrument in writing signed in the name of the Company by a person or persons authorized by the Board of Directors. After the instrument has been so executed, the Plan shall be deemed to have been amended in the manner therein set forth. No amendment to the Plan may alter, impair or reduce the benefits credited to any Accounts prior to the effective date of such amendment without the written consent of any affected Participant.

9.2. Termination of Plan. The Company may terminate the Plan at any time by action of the Board of Directors. If there is a termination of the Plan with respect to all Participants, the Company shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to amend the Plan to provide for the distribution of all Accounts in a lump sum following such Plan termination to the extent permissible under section 409A of the Code and related Treasury regulations and guidance.

9.3. No Oral Amendments. No modification of the terms of the Plan Statement or termination of this Plan shall be effective unless it is approved by action of the Board of Directors. No oral representation concerning the interpretation or effect of the Plan Statement shall be effective to amend the Plan Statement.

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SECTION 10

DETERMINATIONS — RULES AND REGULATIONS

10.1. Determinations. The Committee shall make such determinations as may be required from time to time in the administration of this Plan. The Committee shall have the discretionary authority and responsibility to interpret and construe the Plan Statement and all relevant documents and information, and to determine all factual and legal questions under this Plan, including but not limited to the entitlement of Participants and Beneficiaries, and the amounts of their respective interests.

10.2. Method of Executing Instruments. Information to be supplied or written notices to be made or consents to be given by Company or any other person pursuant to any provision of the Plan Statement may be signed in the name of Company by any officer or other person who has been authorized to make such certification or to give such notices or consents.

10.3. Claims Procedure. The claim and review procedures set forth in this Section shall be the mandatory claim and review procedures for the resolution of disputes and disposition of claims filed under the Plan. An application for a distribution shall be considered as a claim for the purposes of this Section.

10.3.1. Initial Claim and Decision. An individual may, subject to any applicable deadline, file with the Committee a written claim for benefits under the Plan in a form and manner prescribed by the Committee. If the claim is denied in whole or in part, the Committee shall notify the claimant of the adverse benefit determination within 90 days after receipt of the claim (45 days if the claim requires a determination as to whether the Participant is Disabled). The period for making the claim determination may be extended for 90 days (30 days if the claim requires a determination as to whether the Participant is Disabled), if the Committee determines that special circumstances require an extension of time for determination of the claim, provided that the Committee notifies the claimant, prior to the expiration of the initial period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made. The 30-day extension for making a determination of a claim requiring a determination as to whether the Participant is Disabled may be extended for an additional 30 days, if the Committee determines that special circumstances require a further extension of time for determination of the claim, provided that the Committee notifies the claimant, prior to the expiration of the initial 30-day extension, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made. The notice of adverse determination shall provide: (i) the specific reasons for the adverse determination; (ii) references to the specific provisions of the Plan Statement (or other applicable Plan document) on which the adverse determination is based; (iii) a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; (iv) a description of the claim and review procedures, including the time limits applicable to such procedure, (v) a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review, and (vi) such additional information as may be required by ERISA.

10.3.2. Request for Review and Final Decision. Within 60 days after receipt of an initial adverse benefit determination notice, the claimant may file with the Committee a

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written request for a review of the adverse determination and may, in connection therewith submit written comments, documents, records and other information relating to the claim for benefits. Any request for review of the initial adverse determination not filed within 60 days after receipt of the initial adverse determination notice shall be untimely. If the claim, upon review, is denied in whole or in part, the Committee shall notify the claimant within 60 days (45 days if the claim requires a determination as to whether the Participant is Disabled) after receipt of the request for a review. Such period may be extended for 60 days (45 days if the claim requires a determination as to whether the Participant is Disabled) if the Committee determines that special circumstances require an extension and notifies the claimant what special circumstances require the extension and the date by which the decision is expected. If the extension is due to the claimant’s failure to submit information necessary to decide the claim, the claimant shall have 60 days (45 days if the claim requires a determination as to whether the Participant is Disabled), to provide the necessary information and the period for making the decision shall be tolled from the date on which the extension notice is sent until the date the claimant responds to the information request or, if earlier, the expiration of 60 days (45 days if the claim requires a determination as to whether the Participant is Disabled). The Committee’s review of a denied claim shall take into account all documents and other information submitted by the claimant, whether or not the information was submitted before the claim was initially decided. The notice of denial upon review shall set forth in a manner calculated to be understood by the claimant: (i) the specific reasons for the denial; (ii) references to the specific provisions of the Plan document on which the denial is based; (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claim; (iv) a statement of the claimant’s right to bring a civil action under ERISA section 502(a); and (v) such additional information as may be required by ERISA.

10.4. Rules and Regulations.

10.4.1. Adoption of Rules. Any rule not in conflict or at variance with the provisions hereof may be adopted by the Company.

10.4.2. Specific Rules.

(a) Any decision or determination to be made by the Company shall be made by the Committee unless delegated as provided for in the Plan, in which case references in this Section 10 to the Committee shall be treated as references to the Committee’s delegate. No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the established claim procedures. The Committee may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by the Company upon request.

(b) Claimants may be represented by a lawyer or other representative at their own expense, but the Committee reserves the right to require the claimant to furnish written authorization and establish reasonable procedures for determining whether an individual has been authorized to act on behalf of a claimant. A claimant’s representative shall be entitled to copies of all notices given to the claimant.

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(c) The decision on a claim and on a request for a review of a denied claim may be provided to the claimant in electronic form instead of in writing at the discretion of the Company.

(d) The time period within which a benefit determination will be made shall begin to run at the time a claim or request for review is filed in accordance with the claims procedures, without regard to whether all the information necessary to make a benefit determination accompanies the filing.

(e) The claims and review procedures shall be administered with appropriate safeguards so that benefit claim determinations are made in accordance with governing plan documents and, where appropriate, the plan provisions have been applied consistently with respect to similarly situated claimants.

(f) For the purpose of this Section, a document, record, or other information shall be considered “relevant” as defined in Labor Reg. §2560.503-1(m)(8).

(g) The Committee may, in its discretion, rely on any applicable statute of limitation or deadline as a basis for denial of any claim.

10.4.3. Limitations and Exhaustion.

(a) No claim shall be considered under these administrative procedures unless it is filed with the Company within one (1) year after the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the claim. Every untimely claim shall be denied by the Company without regard to the merits of the claim. No suit may be brought by or on behalf of any Participant or Beneficiary on any matter pertaining to this Plan unless the action is commenced in the proper forum before the earlier of: (i) three (3) years after the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the action, or (ii) sixty (60) days after the Participant has exhausted these administrative procedures.

(b) These administrative procedures are the exclusive means for resolving any dispute arising under this Plan. No Participant or Beneficiary shall be permitted to litigate any such matter unless a timely claim has been filed under these administrative procedures and these administrative procedures have been exhausted, and determinations under these administrative procedures (including determinations as to whether the claim was timely filed) shall be afforded the maximum deference permitted by law.

(c) For the purpose of applying the deadlines to file a claim or a legal action, knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.

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SECTION 11

PLAN ADMINISTRATION

11.1. Authority.

11.1.1. Company. Functions generally assigned to the Company shall be discharged by the Committee, except where delegated and allocated as provided herein.

11.1.2. Committee. Except as hereinafter provided, the Committee may delegate or redelegate and allocate and reallocate to one or more persons or to a committee of persons jointly or severally, and whether or not such persons are directors, officers or employees, such functions assigned to the Committee or to the Company generally hereunder, as the Committee may from time to time deem advisable.

11.1.3. Board of Directors. Notwithstanding the foregoing, the Board of Directors of the Company shall have the exclusive authority (which may not be delegated except to the Committee) to amend the Plan Statement and to terminate this Plan.

11.2. Conflict of Interest. If any individual to whom authority has been delegated or redelegated hereunder shall also be a Participant in this Plan, such Participant shall have no authority with respect to any matter specially affecting such Participant’s individual interest hereunder or the interest of a person superior to him or her in the organization (as distinguished from the interests of all Participants and Beneficiaries or a broad class of Participants and Beneficiaries), all such authority being reserved exclusively to other individuals as the case may be, to the exclusion of such Participant, and such Participant shall act only in such Participant’s individual capacity in connection with any such matter.

11.3. ERISA Administrator. The Company shall be the administrator of this Plan for purposes of section 3(16)(A) of ERISA.

11.4. Service of Process. The Secretary of the Company is designated as the appropriate and exclusive agent for the receipt of service of process directed to this Plan in any legal proceeding, including arbitration, involving this Plan.

11.5. Indemnification The Company and each Employer shall indemnify the members of the Board of Directors of the Company, the members of the Committee, and the directors, officers, and employees of each Employer from and against any and all liabilities that may arise out of the administration of the Plan, except those that are imposed on account of such person’s willful misconduct.

SECTION 12

CONSTRUCTION

12.1. ERISA Status. This Plan is adopted with the understanding that it is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in section 201(2), section 301(3) and section 401(a)(1) of ERISA. Each provision shall be interpreted and administered accordingly.

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12.2. IRC Status. This Plan is intended to be a nonqualified deferred compensation arrangement. The rules of section 401(a) et. seq. of the Code shall not apply to this Plan. The rules of section 3121(v) and section 3306(r)(2) of the Code shall apply to this Plan. The rules of section 409A of the Code shall apply to this Plan, and this Plan Statement shall be construed and administered accordingly. Notwithstanding the foregoing, neither the Company nor any of its officers, directors, agents or affiliates shall be obligated, directly or indirectly, to any Participant or any other person for any taxes, penalties, interest or like amounts that may be imposed on the Participant or other person on account of any amounts under this Plan or on account of any failure to comply with any Code section.

12.3. Effect on Other Plans. This Plan shall not alter, enlarge or diminish any person’s employment rights or obligations or rights or obligations under any other qualified or nonqualified plan. It is specifically contemplated that this Plan will, from time to time, be amended and possibly terminated.

12.4. Disqualification. Notwithstanding any other provision of the Plan Statement or any election or designation made under this Plan, any individual who feloniously and intentionally kills a Participant shall be deemed for all purposes of this Plan and all elections and designations made under this Plan to have died before such Participant. A final judgment of conviction of felonious and intentional killing is conclusive for this purpose. In the absence of a conviction of felonious and intentional killing, the Company shall determine whether the killing was felonious and intentional for this purpose.

12.5. Rules of Document Construction.

(a) An individual shall be considered to have attained a given age on such individual’s birthday for that age (and not on the day before). Individuals born on February 29 in a leap year shall be considered to have their birthdays on February 28 in each year that is not a leap year.

(b) Whenever appropriate, words used herein in the singular may be read in the plural, or words used herein in the plural may be read in the singular; the masculine may include the feminine; and the words “hereof,” “herein” or “hereunder” or other similar compounds of the word “here” shall mean and refer to the entire Plan Statement and not to any particular paragraph or Section of the Plan Statement unless the context clearly indicates to the contrary.

(c) The titles given to the various Sections of the Plan Statement are inserted for convenience of reference only and are not part of the Plan Statement, and they shall not be considered in determining the purpose, meaning or intent of any provision hereof.

(d) Notwithstanding any thing apparently to the contrary contained in the Plan Statement, the Plan Statement shall be construed and administered to prevent the duplication of benefits provided under this Plan and any other qualified or nonqualified plan maintained in whole or in part by the Employers.

12.6. References to Laws. Any reference in the Plan Statement to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute

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or regulation unless, under the circumstances, it would be inappropriate to do so. The terms “spouse,” “nonspouse,” “married,” “surviving spouse,” and other similar terms shall be construed, interpreted and applied on a basis consistent with the federal statute known as the Defense of Marriage Act.

12.7. Choice of Law. Except to the extent that federal law is controlling, this Plan Statement be construed and enforced in accordance with the laws of the State of Minnesota.

12.8. Delegation. No person shall be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of the Plan Statement or pursuant to procedures set forth in the Plan Statement.

12.9. Not an Employment Contract. This Plan is not and shall not be deemed to constitute a contract of employment between any Employer and any employee or other person, nor shall anything herein contained be deemed to give any employee or other person any right to be retained in any Employer’s employ or in any way limit or restrict any Employer’s right or power to discharge any employee or other person at any time and to treat him without regard to the effect which such treatment might have upon him as a Participant in this Plan.

12.10. Tax Withholding. The Employers (or any other person legally obligated to do so) shall withhold the amount of any federal, state or local income tax, payroll tax or other tax required to be withheld under applicable law with respect to any amount payable under this Plan. All benefits otherwise due hereunder shall be reduced by the amount to be withheld.

12.11. Expenses. All expenses of administering the benefits due under this Plan shall be borne by the Employers.

12.12. Spendthrift Provision. No Participant or Beneficiary shall have any interest in any Account which can be transferred nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the possession or control of the Employers. The Company shall not recognize any such effort to convey any interest under this Plan. No benefit payable under this Plan shall be subject to attachment, garnishment, execution following judgment, or other legal process before actual payment to such person.

The power to designate Beneficiaries to receive the Account of a Participant in the event of such Participant’s death shall not permit or be construed to permit such power or right to be exercised by the Participant so as thereby to anticipate, pledge, mortgage or encumber such Participant’s Account or any part thereof, and any attempt of a Participant so to exercise said power in violation of this provision shall be of no force and effect and shall be disregarded by the Employers.

This section shall not prevent the Company from exercising, in its discretion, any of the applicable powers and options granted to it upon a Distribution Date, as such powers may be conferred upon it by any applicable provision hereof.

* * * * *

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IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officers this 19th day of December, 2007.

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