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                                                                   Exhibit 10(v)

                       RETIREMENT PLAN FOR DIRECTORS OF
                              H.B. FULLER COMPANY
                                 1994 REVISION

                        First Declaration of Amendment
                        ------------------------------

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

     1.   Section 4 is amended by adding the following additional sentences at
the end thereof, to read as follows:

      "Notwithstanding the foregoing, but subject to the limitations of Section
      11, a Director may elect to receive 90% of the present value of the
      benefit payable to the Director under this Section 4 in a lump sum. The
      lump sum will be paid on the date the installment payments described in
      this section would otherwise begin, and it will be in lieu of any other
      benefit payments to the Director and his or her Beneficiary. Such an
      election shall be made in writing delivered to the Administrator at least
      30 days prior to the date the Director's installment payments would
      otherwise begin, and it will be irrevocable when received by the
      Administrator. The present value of a Director's installment payments will
      be determined by discounting the payments at a rate equal to the average
      interest rate on 30-year U.S. Treasury obligations as of the last day of
      the second month preceding the month in which the lump sum payment is
      made."

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

     "(e) Present Value The present value of installment payments will be
          -------------
          determined by discounting the payments at a rate equal to the average
          interest rate on 30-year U.S. Treasury obligations as of the last day
          of the second month preceding the month in which the lump sum payment
          is made."

     3.   A new Section 13 is added to the Plan, to read as follows:

     "13. CHANGE IN CONTROL
          -----------------

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

                  (i)      Each Director will be deemed to have completed 10
                           Years of Service or, if greater, the Years of Service
                           actually completed by the Director.

                  (ii)     Each Director will be deemed to have attained age 60
                           or, if greater, the age actually attained by the
                           Director.

                  (iii)    The Plan may not be amended in a manner that would
                           reduce, impair, or otherwise adversely affect a
                           Director's right to receive any benefit under the
                           Plan, and the Plan may not be terminated with respect
                           to any Director, without the Director's written
                           consent. In addition, any amendment to or termination
                           of the Plan that reduces, impairs, or otherwise
                           adversely affects a Director's right to receive any
                           benefit which is adopted or effected, without the
                           Director'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.

          (b)     Limitation; Make Whole Payment.
                  ------------------------------

                  (i)      If any payments or other benefits due to a Director
                           under this Plan and/or under any other plan or
                           program of the Company would be subject to the tax
                           (the `Excise Tax') imposed by section 4999 of the
                           Code, and if the amount of the Director's `parachute

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                           payments' (as defined in section 280G(b)(2) of the
                           Code) with respect to such Change in Control does not
                           exceed 330% of the Director's `base amount' (as
                           defined in section 280G(b)(3) of the Code), then such
                           payments or other benefits shall be adjusted until
                           the amount of the parachute payments equals 299% of
                           such base amount. The adjustments shall be made in
                           such manner, and to such payments or other benefits,
                           as the Director and the Company shall mutually agree.

                  (ii)                            If any payments or other
                           benefits due to the Director under this Plan and/or
                           under any other plan or program of the Company would
                           be subject to the Excise Tax, and if the amount of
                           the Director's parachute payments (as defined in
                           subparagraph (i)) exceeds 330% of the Director's base
                           amount (as defined in subparagraph (i)), the Company
                           shall pay to the Director an additional amount (the
                           `Make Whole Payment') so that the net amounts
                           retained by the Director, after the deduction of the
                           Excise Tax and any federal, state, local, and foreign
                           income taxes and Excise Taxes imposed upon the Make
                           Whole Payment, shall be equal to the payments and
                           other benefits the Director would have received in
                           the absence of the Excise Tax. The Make Whole Payment
                           shall be paid to the Director at least 30 days prior
                           to the date on which the Excise Tax is payable by the
                           Director.

                  (iii)                           For purposes of determining
                           the amount of the Make Whole Payment, the Director
                           shall be deemed to pay federal income tax at the
                           highest marginal rate of federal income taxation in
                           the calendar year(s) in which the Make Whole Payment
                           is to be made and state, local and foreign income
                           taxes at the highest marginal rates of taxation in
                           the state and locality or foreign jurisdiction of the
                           Director's residence, net of the reduction in federal
                           income taxes which could be obtained from any
                           deduction or credit attributable to the state, local
                           or foreign taxes. If, after a Make Whole Payment has
                           been made, the Excise Tax is determined to be less
                           than the Make Whole Payment, the Director shall repay
                           to the Company at the time that the amount of such
                           reduction in Excise Tax is finally determined the
                           portion of the Make Whole Payment attributable to
                           such reduction, plus interest on the amount of such
                           repayment at the rate provided in section
                           1274(b)(2)(B) of the Code. If, after a Make Whole
                           Payment has been made, the Excise Tax is determined
                           to exceed the amount of the Make Whole Payment
                           (including by reason of any payment the existence or
                           amount of which cannot be determined at the time of
                           the Make Whole Payment), the Company shall make an
                           additional Make Whole Payment in respect of such
                           excess, plus interest on the amount of such payment
                           at the rate provided in section 1274(b)(2)(B) of the
                           Code, at the time that the amount of such excess is
                           finally determined.

          (c)     Definitions.  For the purposes of this section:
                  -----------

                  (i)      A `Change in Control' shall be deemed to have
                           occurred upon any of the following events:

                           (A)     a change in the control of the Company of a
                                   nature that would be required to be reported
                                   in accordance with Regulation 14A promulgated
                                   under the Securities Exchange Act of 1934
                                   (the `Exchange Act'), whether or not the
                                   Company is then subject to such reporting
                                   requirement;

                           (B)     a public announcement (which, for purposes
                                   hereof, shall include, without limitation, a
                                   report filed pursuant to Section 13(d) of the
                                   Exchange Act) that any individual,
                                   corporation, partnership, association, trust
                                   or other entity becomes the `beneficial
                                   owner' (as defined in Rule 13d-3 promulgated
                                   under the Exchange Act), directly or
                                   indirectly, of securities of the Company
                                   representing 15% or more of the Voting Power
                                   of the Company then outstanding;

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                           (C)     the individuals who, as of the effective date
                                   of this Section 13, 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
                                   new director shall be considered to be a
                                   member of the Incumbent Board);

                           (D)     the approval of the shareholders of the
                                   Company of: (1) 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;
                                   (2) any sale, lease, exchange or other
                                   transfer in one transaction or series of
                                   related transactions of substantially all of
                                   the assets of the Company; or (3) 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.

                 (ii)      `Voting Power,' when used with reference to the
                           Company, shall mean the voting power of all classes
                           and series of capital stock of the Company now or
                           hereafter authorized other than the voting power of
                           any of the shares of Series A preferred stock
                           outstanding as of the effective date of this Section
                           13.

                 (iii)     `Code' means the Internal Revenue Code of 1986, as
                           amended."

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

IN WITNESS WHEREOF, the Company has caused this instrument to be executed this
10/th/ day of February          , 1999.
------        -----------------

                                               H.B. FULLER COMPANY


                                               /s/ Albert P.L. Stroucken
                                               --------------------------
                                               Chief  Executive Officer


                                               /s/ Norbert R. Berg
                                               -------------------------
                                               Chairman Compensation Committee


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