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                                                                   Exhibit 10.14

             H.B. Fuller Company Annual and Long-Term Incentive Plan
                              H. B. Fuller Company
                           Effective November 14, 2002

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Contents

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Article 1. Establishment, Purpose, and Duration                             2

Article 2. Definitions                                                      2

Article 3. Administration                                                   4

Article 4. Maximum Awards                                                   4

Article 5. Eligibility and Participation                                    4

Article 6. Performance Unit/Stock Incentive Awards                          5

Article 7. Performance Measures                                             5

Article 8. Covered Employee Incentive Pool                                  6

Article 9. Beneficiary Designation                                          6

Article 10. Deferrals                                                       7

Article 11. Rights of Participants                                          7

Article 12. Amendment, Modification, Suspension, and Termination            7

Article 13. Withholding                                                     7

Article 14. Successors                                                      7

Article 15. General Provisions                                              8


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             H.B. Fuller Company Annual and Long-Term Incentive Plan

Article 1. Establishment, Purpose, and Duration
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         1.1 Establishment. H. B. Fuller Company, a Minnesota corporation
(hereinafter referred to as the "Company"), establishes an incentive
compensation plan to be known as the H. B. Fuller Company Annual and Long-Term
Incentive Plan (hereinafter referred to as the "Plan"), as set forth in this
document.

         The Plan permits the grant of Performance Unit Awards and Covered
Employee Annual Incentive Awards, and sets forth the conditions to qualify Stock
Incentive Awards granted under the H. B. Fuller Company Year 2000 Stock
Incentive Plan as Performance-Based Compensation.

         The Plan shall become effective as of November 14, 2002 (the "Effective
Date") and shall remain in effect as provided in Section 1.3 hereof.

         1.2 Purpose of the Plan. The purpose of the Plan is to promote the
short- and long-term interests of the Company and its shareholders by
strengthening the Company's ability to attract, motivate, and retain Employees
of the Company upon whose judgment, initiative, and efforts the financial
success and growth of the business of the Company largely depend.

      1.3 Duration of the Plan. The Plan shall commence as of the Effective
Date, as described in Section 1.1 hereof, and shall remain in effect, subject to
the right of the Committee to amend or terminate the Plan at any time pursuant
to Article 12 hereof.

Article 2. Definitions
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         Whenever used in the Plan, the following terms shall have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized.

         2.1      "Affiliate" shall mean (i) any entity that, directly or
                  indirectly through one or more intermediaries, is controlled
                  by the Company, and (ii) any entity in which the Company has a
                  significant equity interest, as determined by the Committee.

         2.2      "Award" means, individually or collectively, Performance Unit
                  Awards and Covered Employee Annual Incentive Awards granted
                  under the Plan, and Stock Incentive Awards granted under the
                  H.B. Fuller Company Year 2000 Stock Incentive Plan.

         2.3      "Award Agreement" shall mean any written agreement, contract,
                  or other instrument or document evidencing an Award. Each
                  Award Agreement shall be subject to the applicable terms and
                  conditions of the Plan and any other terms and conditions (not
                  inconsistent with the Plan) determined by the Committee.

         2.4      "Board" or "Board of Directors" means the Board of Directors
                  of the Company.

         2.5      "Code" means the U.S. Internal Revenue Code of 1986, as
                  amended from time to time.

         2.6      "Committee" means the Compensation Committee or such other
                  committee of Directors designated by the Board to administer
                  the Plan.

         2.7      "Company" means H. B. Fuller Company, a Minnesota corporation,
                  and any successor thereto as provided in Article 14 herein.

         2.8      "Covered Employee" means a Participant who is a "Covered
                  Employee," as defined in Code Section 162(m) and the
                  regulations promulgated under Code Section 162(m), or any
                  successor statute.


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         2.9      "Covered Employee Annual Incentive Award" means an award
                  granted to a Covered Employee under the Plan evidencing the
                  right to receive a cash payment in any Plan Year, as described
                  in Article 8 herein.

         2.10     "Director" means any individual who is a member of the Board
                  of Directors of the Company.

         2.11     "Employee" means any employee of the Company and/or its
                  Affiliates.

         2.12     "Extraordinary Items" means extraordinary nonrecurring items
                  as described in Accounting Principles Board Opinion No. 30
                  and/or in management's discussion and analysis of financial
                  condition and results of operations appearing in the Company's
                  annual report to shareholders for the applicable year.

         2.13     "Operating Cash Flow" means net cash flow provided operating
                  activities computed in accordance with generally accepted
                  accounting principles and reported in the Company's annual
                  report.

         2.14     "Operating Income" means gross profit less selling,
                  administration, and other expenses computed in accordance with
                  generally accepted accounting principles and reported in the
                  Company's annual report. Operating Income shall be determined
                  exclusive of the effects of Restructuring Programs.

         2.15     "Participant" means an Employee of the Company who has been
                  selected to receive an Award or whom has an outstanding Award
                  granted under the Plan.

         2.16     "Stock Incentive Award" means an award that is granted
                  pursuant to the H. B. Fuller Company Year 2000 Stock Incentive
                  Plan and that is qualified as Performance-Based Compensation.

         2.17     "Performance-Based Compensation" means an Award that is
                  qualified as performance-based compensation under Code Section
                  162(m).

         2.18     "Performance Measures" means measures as described in Article
                  7, the attainment of which may determine the degree of payout
                  and/or vesting with respect to Stock Incentive Awards or
                  Performance Unit Awards.

         2.19     "Performance Period" means the period of time during which the
                  performance objectives must be met in order to determine the
                  degree of payout and/or vesting with respect to a Stock
                  Incentive Award or a Performance Unit Award.

         2.20     "Performance Unit" means a unit granted under this Plan
                  evidencing the right to receive cash payment or payments at
                  some future date or dates, as described in Article 6 herein.

         2.21     "Performance Unit Award" means an award of Performance Units
                  granted to a Participant under this Plan, as described in
                  Article 6 herein.

         2.22     "Plan Year" means the Company's fiscal year.

         2.23     "Restructuring Programs" means unusual and/or nonrecurring
                  items of gain or loss due to a plan of reorganization or
                  restructuring, as enumerated in the footnote entitled
                  "Restructuring and Other Related Costs" in the Company's
                  annual report.

         2.24     "Share" means a Share of common stock of the Company, $1.00
                  par value per Share.



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Article 3. Administration
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         3.1 General. The Committee shall be responsible for administering the
Plan. The Committee may employ attorneys, consultants, accountants, and other
persons, and the Committee, the Company, and its officers and Directors shall be
entitled to rely upon the advice, opinions, or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee shall be final and binding upon the Participants, the Company, and all
other interested persons.

         3.2 Authority of the Committee. Subject to the terms of this Plan and
applicable law, the Committee shall have full power and authority to: (i)
determine when Awards will be granted; (ii) select the Participants; (iii)
determine the number of Awards to be granted to each Participant under this
Plan; (iv) determine the terms and conditions of the Awards and the Award
Agreements; (v) determine whether the Performance Measures and other conditions
to the payment of the Awards have been met; (vi) determine whether payment of
the Awards will be made at the end of the Performance Period or deferred; (vii)
determine whether Awards or payment of Awards shall be reduced or eliminated;
(viii) amend or waive the terms and conditions of any Award Agreement; (ix)
determine whether, to what extent and under what circumstances Awards may be
cancelled, forfeited, or suspended; (x) interpret and administer this Plan and
any instrument or agreement relating to this Plan; (xi) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of this Plan; and (xii) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of this Plan.

         3.3 Delegation. The Committee may delegate to one or more of its
members or to one or more agents or advisors such administrative duties as it
may deem advisable, and the Committee or any person to whom it has delegated
duties as aforesaid may employ one or more persons to render advice with respect
to any responsibility the Committee or such person may have under the Plan. The
Committee may, by resolution, authorize one or more officers of the Company to
do one or both of the following: (a) designate Employees of the Company and/or
its Affiliates to be recipients of Awards; and (b) determine the size of the
Award; provided, however, the Committee shall not delegate such responsibilities
to any such officer for Awards granted to an Employee that is a Covered
Employee.

Article 4. Maximum Awards
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         Unless and until the Committee determines that an Award to a Covered
Employee shall not be designed to qualify as Performance-Based Compensation, the
following limits ("Award Limits") shall apply to grants of such Awards under the
Plan:

         (a)      Stock Incentive Awards: The maximum aggregate amount payable
                  to any one Participant in any one Plan Year, pursuant to the
                  terms of a Stock Incentive Award or Awards, shall not exceed
                  one hundred thousand (100,000) Shares, or an amount equal to
                  the value of one hundred thousand (100,000) Shares.

         (b)      Performance Unit Awards: The maximum aggregate amount payable
                  to any one Participant in any one Plan Year, pursuant to the
                  terms of a Performance Unit Award or Awards, shall not exceed
                  five million ($5,000,000) dollars.

         (c)      Covered Employee Annual Incentive Award. The maximum aggregate
                  amount payable to any one Participant in any one Plan Year
                  with respect to a Covered Employee Annual Incentive Award
                  shall be determined in accordance with Article 8.

Article 5. Eligibility and Participation
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         5.1 Eligibility. Individuals eligible to participate in this Plan
include all Employees of the Company.

         5.2 Actual Participation. Subject to the provisions of the Plan, the
Committee shall select from all eligible individuals, those to whom Awards shall
be granted and shall determine the nature and amount of each Award.


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Article 6. Performance Unit/Stock Incentive Awards
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         6.1 Grant of Performance Unit/Stock Incentive Awards. Subject to the
terms of the Plan or the H. B. Fuller Company Year 2000 Stock Incentive Plan, as
applicable, Performance Unit Awards and/or Stock Incentive Awards may be granted
to Participants in such amounts and upon such terms, and at any time and from
time to time, as shall be determined by the Committee.

         6.2 Value of Performance Unit/Stock Incentive Awards. The Committee
shall set performance goals in its discretion which, depending on the extent to
which they are met, will determine the value and/or size of the Performance Unit
Awards and Stock Incentive Awards that will be paid out to, or vested in, the
Participant.

         6.3 Earning of Performance Unit/Stock Incentive Awards. After the
applicable Performance Period has ended, the value and/or size of the
Performance Unit Awards and Stock Incentive Awards earned by the Participant
over the Performance Period, shall be determined as a function of the extent to
which the corresponding performance goals have been achieved.

         6.4 Form and Timing of Payment of Performance Unit/Stock Incentive
Awards. Payment of earned Performance Unit Awards and Stock Incentive Awards
shall be as determined by the Committee and as evidenced in the applicable Award
Agreement. The Committee, in its sole discretion, may pay earned Performance
Unit Awards in cash and Stock Incentive Awards according to the terms of the H.
B. Fuller Company Year 2000 Stock Incentive Plan, equal to the value earned
under the applicable Award Agreement at the close of the applicable Performance
Period. The determination of the Committee with respect to the form of payout of
such Awards shall be set forth in the Award Agreement pertaining to the grant of
the Award.

         6.5 Termination of Employment. Each Award Agreement shall set forth the
extent to which the Participant shall have the right to retain the Performance
Unit Awards and/or Stock Incentive Awards following termination of the
Participant's employment with the Company or its Affiliates, as the case may be.
Such provisions shall be determined in the sole discretion of the Committee,
shall be included in the Award Agreement entered into with each Participant,
need not be uniform among all Performance Unit or Stock Incentive Awards, and
may reflect distinctions based on the reasons for termination.

         6.6 Nontransferability. Except as otherwise provided in a Participant's
Award Agreement, Performance Unit Awards and Stock Incentive Awards may not be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, except
as otherwise provided in a Participant's Award Agreement, a Participant's rights
under the Plan shall be exercisable during his or her lifetime only by such
Participant.

Article 7. Performance Measures
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         Unless and until the Committee proposes for shareholder vote and the
shareholders approve a change in the general Performance Measures set forth in
this Article 7, the performance goals upon which the payment or vesting of an
Award to a Covered Employee (other than a Covered Employee Annual Incentive
Award awarded or credited pursuant to Article 8) that is intended to qualify as
Performance-Based Compensation shall be limited to the following Performance
Measures:

         (a)      Earnings per share (EPS);
         (b)      Return on equity (ROE);
         (c)      Economic Value Added (EVA(R));
         (d)      Stock price;
         (e)      Return on investment (ROI);
         (f)      Return on invested capital (ROIC);
         (g)      Return on assets (ROA);
         (h)      Cash flow;
         (i)      Pre-tax income;
         (j)      Net revenue;
         (k)      Return on sales (ROS);
         (l)      Total shareholder return (TSR); and
         (m)      Value creation sum.


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         Any Performance Measure(s) may be used to measure the performance of
the Company as a whole or any business unit of the Company or any combination
thereof, as the Committee may deem appropriate, or any of the above Performance
Measures as compared to the performance of a group of comparator companies, or
published or special index that the Committee, in its sole discretion, deems
appropriate, or any measured improvement (actual or relative) of any of the
above Performance Measures, as the Committee may deem appropriate. The Committee
also has the authority to provide for accelerated vesting of any Award based on
the achievement of performance goals pursuant to the Performance Measures
specified in this Article 7.

         The Committee may provide in any such Award that any evaluation of
performance may include or exclude any of the following events that occurs
during a Performance Period: (a) asset write-downs, (b) litigation or claim
judgments or settlements, (c) the effect of changes in tax laws, accounting
principles, or other laws or provisions affecting reported results, (d) any
reorganization and restructuring programs, (e) Extraordinary Items, (f)
acquisitions or divestitures, and (g) foreign exchange gains and losses. To the
extent such inclusions or exclusions affect Awards to Covered Employees, they
shall be prescribed in a form that meets the requirements of Code Section 162(m)
for deductibility.

         Awards that are designed to qualify as Performance-Based Compensation,
and that are held by Covered Employees, may not be adjusted upward. The
Committee shall retain the discretion to adjust such Awards downward.

         In the event that applicable tax and/or securities laws change to
permit Committee discretion to alter the governing Performance Measures without
obtaining shareholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining shareholder approval. In
addition, in the event that the Committee determines that it is advisable to
grant Awards that shall not qualify as Performance-Based Compensation, the
Committee may make such grants without satisfying the requirements of Code
Section 162(m).

Article 8. Covered Employee Incentive Pool
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         The Committee may designate Covered Employees who are eligible to
receive a monetary payment in any Plan Year based on a percentage of an
incentive pool equal to the greater of: (i) five percent (5%) of the Company's
Operating Income for the Plan Year, or (ii) five percent (5%) of the Company's
Operating Cash Flow. The Committee shall allocate an incentive pool percentage
to each designated Covered Employee for each Plan Year. In no event may the
incentive pool percentage for any one Covered Employee exceed seventy-five
percent (75%) of the total pool.

         As soon as possible after the determination of the incentive pool for a
Plan Year, the Committee shall calculate the Covered Employee's allocated
portion of the incentive pool based upon the percentage established at the
beginning of the Plan Year. The Covered Employee's incentive award then shall be
determined by the Committee based on the Covered Employee's allocated portion of
the incentive pool subject to adjustment in the sole discretion of the
Committee. In no event may the portion of the incentive pool allocated to a
Covered Employee be increased in any way, including as a result of the reduction
of any other Covered Employee's allocated portion.

Article 9. Beneficiary Designation
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         Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Company during the Participant's lifetime. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.


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Article 10. Deferrals
---------------------
         The Committee may permit or require a Participant to defer such
Participant's receipt of an Award that would otherwise be due to such
Participant by virtue of the satisfaction of any requirements or performance
goals with respect to Stock Incentive Awards, Performance Unit Awards, and
Covered Employee Annual Incentive Awards. If any such deferral election is
required or permitted, the Committee shall, in its sole discretion, establish
rules and procedures for such payment deferrals.

Article 11. Rights of Participants
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         11.1 Employment. Nothing in the Plan or an Award Agreement shall
interfere with or limit in any way the right of the Company and/or its
Affiliates to terminate any Participant's employment at any time or for any
reason not prohibited by law, nor confer upon any Participant any right to
continue his or her employment for any specified period of time.

         Neither an Award nor any benefits arising under this Plan shall
constitute an employment contract with the Company and/or its Affiliates and,
accordingly, subject to Article 3 and Article 12, this Plan and the benefits
hereunder may be terminated at any time in the sole and exclusive discretion of
the Committee without giving rise to any liability on the part of the Company
and/or its Affiliates.

         11.2 Participation. No individual shall have the right to be selected
to receive an Award under this Plan, or, having been so selected, to be selected
to receive a future Award.

Article 12. Amendment, Modification, Suspension, and Termination
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         12.1 Amendment, Modification, Suspension, and Termination. The
Committee may, at any time and from time to time, alter, amend, modify, suspend,
or terminate the Plan in whole or in part. No amendment of the Plan shall be
made without shareholder approval if shareholder approval is required by law,
regulation, or stock exchange rule.

         12.2 Awards Previously Granted. Notwithstanding any other provision of
the Plan to the contrary, no termination, amendment, suspension, or modification
of the Plan shall adversely affect in any material way any Award previously
granted under the Plan, without the written consent of the Participant holding
such Award.

Article 13. Withholding
-----------------------
         13.1 Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, the
minimum statutory amount to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan.

         13.2 Share Withholding. With respect to withholding required upon the
achievement of performance goals related to Stock Incentive Awards, the
Committee may permit the Participant subject to any restrictions or limitations
that the Committee, in its sole discretion deems appropriate, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a fair market value on the date the tax is to be determined equal
to the minimum statutory total tax that could be imposed on the transaction.

Article 14. Successors
----------------------
         All obligations of the Company under the Plan with respect to Awards
granted hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.


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Article 15. General Provisions
------------------------------
         15.1 Forfeiture Events. The Committee may specify in an Award Agreement
that the Participant's rights, payments, and benefits with respect to an Award
shall be subject to reduction, cancellation, forfeiture, or recoupment upon the
occurrence of certain specified events, in addition to any otherwise applicable
vesting or performance conditions of an Award. Such events shall include, but
shall not be limited to, termination of employment for cause, violation of
material Company and/or Affiliate policies, breach of noncompetition,
confidentiality, or other restrictive covenants that may apply to the
Participant, or other conduct by the Participant that is detrimental to the
business or reputation of the Company and/or its Affiliates.

         15.2 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine, the
plural shall include the singular, and the singular shall include the plural.

         15.3 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

         15.4 Requirements of Law. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

         15.5 Securities Law Compliance. Transactions under this Plan are
intended to comply with all applicable securities laws. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by the
Committee.

         15.6 Unfunded Plan. Participants shall have no right, title, or
interest whatsoever in or to any investments that the Company may make to aid it
in meeting its obligations under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed to create
a trust of any kind, or a fiduciary relationship between the Company and any
Participant, beneficiary, legal representative, or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan. The Plan is not subject to
ERISA.

         15.7 Retirement and Welfare Plans. The value of compensation paid under
this Plan will not be included as "compensation" for purposes of computing the
benefits payable to any Participant under the Company's retirement plans (both
qualified and nonqualified) or welfare benefit plans unless such other plan
expressly provides that such compensation shall be taken into account in
computing a participant's benefit.

         15.8 Governing Law. The Plan and each Award Agreement shall be governed
by the laws of the State of Minnesota, excluding any conflicts or choice of law
rule or principle that might otherwise refer construction or interpretation of
the Plan to the substantive law of another jurisdiction. Unless otherwise
provided in the Award Agreement, recipients of an Award under the Plan are
deemed to submit to the exclusive jurisdiction and venue of the federal or state
courts of Minnesota, to resolve any and all issues that may arise out of or
relate to the Plan or any related Award Agreement.

         15.9 Plan Approval. This Plan shall become effective upon adoption of
the Plan by the Board or shareholder approval of such Plan, whichever occurs
first.


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