Exhibit 10(j)
H.B. FULLER COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1998 REVISION

Article 1
Description and Purpose

1.1 Name. The name of this Plan is the "H.B. Fuller Company Supplemental Executive Retirement Plan."

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 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 the Company or an Affiliated Organization. The Administrator shall give each Participant written notice of the commencement of his or her participation in the Plan.

2.2 Entitlement to Benefits. A Participant shall become entitled to receive a benefit under the Plan if his or her employment with the Company and other Affiliated Organizations terminates 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 and Article 4, 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 his or her employment terminates. 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 determined under the preceding provisions of this article shall be reduced by the sum of the following amounts:

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

(2) The 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 funded or unfunded defined benefit pension plan maintained by the Company or an Affiliated Organization; and

(4) The aggregate value of the Participant's annual benefits under any funded or unfunded pension, profit sharing, stock bonus or deferred compensation plan of another employer as determined by the Administrator in its discretion.

B. If any benefit described in Subsection A. is not payable as a single life annuity 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 benefit into an actuarially equivalent single life annuity benefit commencing at the same time as the benefit under this Plan.

C. 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.

D. 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 determined under the preceding sections 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. A Participant who is not married at the time his or her benefit commences shall receive a single life annuity in an annual amount equal to the amount determined under the preceding sections of this article.

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. If the Administrator determines that the Participant's spouse is disabled at the time the Participant's benefit commences, the Administrator may, in its discretion, determine the actuarial equivalent joint and survivor annuity benefit with the application of a mortality table for disabled individuals.

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 10 years of Credited Service but prior to terminating his or her employment, there shall be paid to such Participant's designated beneficiary the sum of $50,000 per year for 10 years.

B. Each Participant may, in form prescribed by and filed with the Administrator, designate a beneficiary to receive any death benefit payable under this section. If no effective beneficiary designation is on file at the time of the Participant's death, the death benefit under this section 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.

C. The automatic beneficiaries set forth in Subsection B. 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.

D. 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 whose employment terminated prior to death.

3.7 Time of Payment.

A. Except as provided in Subsection B., benefit payments to the Participant shall commence as of the first day of the month following the termination of the Participant's employment.

B. A Participant may elect, by written instrument delivered to the Administrator not more than 30 days following the date that such Participant is notified that he or she has become a Participant, to defer any benefit that becomes payable to him or her under the Plan to the later of the date specified in Subsection A. or the first day of the month following the date on which the Participant attains age 62.

C. Any benefits payable to the beneficiary of a Participant who dies prior to termination of employment shall commence not later than the later of:

(1) the first day of the seventh month following the month in which the Participant's death occurs; and

(2) the first day of the second month following the date on which the Administrator has finally determined the identity of the beneficiary.

D. The benefit payable to any Participant or beneficiary may, in the Administrator's discretion, be paid in annual, semi-annual, quarterly or monthly payments.

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 and Article 4, 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, the entry of a final judgment by a court of competent jurisdiction 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 the Company or an Affiliated

Organization. A Participant's benefit payments shall be suspended upon the entry of a preliminary injunction against the Participant in a suit brought by the Company or an Affiliated Organization based upon the Participant's alleged breach of any such non-competition or confidentiality agreement, and the suspended benefits shall be forfeited upon the entry of a final judgment in favor of the Company or such Affiliated Organization. However, if a final judgment is entered in favor of the Participant, the suspended payments, together with interest thereon at the rate of 8% per annum, compounded daily, shall be restored to the Participant.

Article 4 Customized Benefits

4.1 Special Benefit. Notwithstanding the provisions of Sections 3.1, 3.2, 3.3, 3.4 and 3.6, the Administrator may, in its discretion, specify that, in lieu of the benefit otherwise provided with respect to any Participant, such Participant shall be entitled to a greater benefit. Such specified benefit may, by way of example and not limitation, determine the amount of the Participant's benefit by taking into account service with a previous employer, reduce or eliminate the offset for benefits payable from another employer's plan, or lessen the benefit reduction for commencement of benefits prior to age 62. However, the Administrator shall have no authority under this Section 4.1 to reduce or delay the benefit otherwise payable to a Participant hereunder, or to impose any additional condition upon the receipt of such benefit, without the Participant's written consent.

4.2 Documentation. Any special provision with respect to a Participant's benefit shall be set forth in a written instrument permanently maintained in the Administrator's records. A copy of the instrument shall be delivered to the Participant within 30 days following the date on which the special provisions are adopted.

4.3 Common Provisions. The provisions of Sections 3.5, 3.7, 3.8 and 3.9 shall apply to any specified benefit under this article.

Article 5 Source of Benefits

5.1 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.

5.2 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.

5.3 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 6 Administration

6.1 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.

6.2 Discretion. The Administrator shall have the discretionary power and authority to determine the individuals who shall become Participants in the Plan. The Administrator shall also have the discretionary power and authority, which it shall exercise in good faith, to determine whether a Participant is entitled to a benefit under the Plan, the identity of a Participant's beneficiary, and the amount and form of the benefit payable to any

Participant or beneficiary. 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, except to the extent permitted by Section 4.1.

6.3 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 and may reduce the amount of future benefits payable to any Participant or beneficiary by the amount of any overpayment made with respect to the Participant.

6.4 Benefit Claim Procedure. Within a reasonable period of time following a Participant's termination of employment, 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.

6.5 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.

6.6 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.

Article 7 Miscellaneous

7.1 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 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 ss. 401(a)(17) or any similar provision of law and that service with the Company or an Affiliated Organization shall be taken into account as Credited Service notwithstanding an otherwise applicable limitation based on the Participant's nationality or place of residence.

B. The "Company" is the H.B. Fuller Company.

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), if the phrase "at least 70%" were substituted for the phrase "at least 80%" each place it appears in section 1563(a)(1) of the Code and in regulations under section 414(c) of the Code.

D. An "Eligible Employee" is one of a select group of management and highly compensated employees of the Company or 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 in its discretion and based upon the Participant's estimated earnings history to the date of his or her termination of employment with the Company, to which a Participant will be entitled under the old age provisions of the Social Security Act upon attainment of age 65.

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.

7.2 Actuarial Equivalency. Except as otherwise provided in Section 3.5B., 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.

7.3 Termination of Employment. A Participant shall be deemed to have terminated employment for purposes of this Plan only when he or she has ceased to provide service for the Company and other Affiliated Organizations as an employee and is not entitled to receive severance pay or disability benefits under any plan sponsored by the Company or any Affiliated Organization.

7.4 Reemployment. All benefits otherwise payable under this Plan shall be suspended upon a Participant's reemployment with the Company or another Affiliated Organization. Any benefit otherwise payable after a reemployed Participant again terminates employment shall be reduced by the value of any benefits previously paid, as determined by the Administrator in its discretion. The Administrator may, in its discretion, provide that a Participant's benefit shall not be increased by reason of service or compensation during a period of reemployment.

7.5 Effective Date. This Plan was originally effective as of September 1, 1992.

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

7.7 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 the Company be prevented in any way from modifying the manner or form in which the employee is to be compensated.

7.8 Effect on Benefit Plans. Neither benefits accrued by a Participant under this Plan nor amounts paid pursuant to the Plan following the Participant's termination of employment 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 the Company or an Affiliated Organization, except to the extent such other plan expressly provides otherwise.

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 this Plan are personal and, except for payments made to the representative of a person's estate which may be assigned to the persons entitled to such estate, 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.

7.10 Amendment and Termination.

A. The Company may amend this Plan in such manner as it deems advisable, provided that no amendment shall reduce the Accrued Benefit of any Participant, determined as of the date of the adoption of such amendment.

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 her Accrued Benefit (determined as of the date of the Plan's termination) upon termination of employment; provided the Participant would have been entitled to a benefit upon termination of employment 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.

7.11 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.

7.12 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.

Article 8 Change in Control

8.1 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. Five years shall be added to the age, and five 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 3.7B ("Time of Payment").

B. A CIC Participant who is not otherwise entitled to a benefit under the Plan shall be entitled to an annual benefit equal to 25% of his or her Final Average Compensation, regardless of the Participant's age or years of Credited Service at termination of employment. Payment of such benefit (which shall be subject to reduction as provided in Section 3.3 -- "Other Retirement Income Reduction") shall be made as provided in Section 3.5 ("Form of Benefit"), commencing on the first day of the month following the later of:

(1) the date on which the Participant attains age 50; or

(2) the termination of the Participant's employment.

C. 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 benefits payable under plans of other employers) shall not apply

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

E. An election made by a CIC Participant pursuant to Section 3.7B to defer the commencement of his or her benefit shall be void and of no force or effect, and a CIC Participant's benefits shall commence on the date they would have commenced in the absence of such an election.

F. Section 3.9 ("Termination of Benefits for Breach of Contract") shall not apply to a CIC Participant.

G. Section 7.3 ("Termination of Employment") shall be applied to a CIC Participant without regard to whether the Participant is entitled to receive severance pay under any plan sponsored by the Company or an Affiliated Organization.

H. 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.

8.2 Definitions. For the purposes of this article:

A. "Change in Control" means:

(1) a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement;

(2) 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 or any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that such person 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 combined voting power of the Company's then outstanding securities;

(3) the Continuing Directors cease to constitute a majority of the Company's Board of Directors;

(4) 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 Continuing Directors and would not have at least 60% of the combined voting power of its outstanding securities held by persons who were shareholders of the Company immediately prior to such consolidation, merger, or statutory share exchange; (b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; or (c) any plan of liquidation or dissolution of the Company; or

(5) the majority of the Continuing Directors 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. "Continuing Director" means any person who is a member of the Board of Directors of the Company, while such person is a member of the Board of Directors, who is not an Acquiring Person (as defined below) or an Affiliate or Associate (as defined below) of an Acquiring Person, or a representative of an Acquiring Person or any such Affiliate or Associate, and who (1) was a member of the Board of Directors on August 1, 1997

or (2) subsequently becomes a member of the Board of Directors, if such person's initial nomination for election or initial election to the Board of Directors is recommended or approved by a majority of the Continuing Directors. For purposes of this Subsection B., "Acquiring Person" shall mean any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who or which, together with all Affiliates and Associates of such person, is 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 combined voting power of the Company's then outstanding securities, but shall not include the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company or any entity holding shares of the Company's common stock organized, appointed or established for, or pursuant to the terms of, any such plan; and "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

C. "Exchange Act" means the Securities Exchange Act of 1934, as amended.

D. "CIC Participant" means a Participant whose employment is terminated upon or within three 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; or

(3) by the Participant for any reason during a period of 90 days following the first anniversary of the occurrence of the Change in Control.

E. "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 inability, by reason of any physical or mental impairment, to perform the duties of the position the Participant then occupies for a period of not less than 90 consecutive days. Except in the case of death or disability, termination for Cause shall be taken only upon 90 days prior written notice to the Participant, which notice shall specify the nature of the Cause for termination, and only if it is subsequently determined by the Board of Directors of the Company that the Participant has failed to cure the stated Cause prior to or during such 90-day period.

F. "Good Reason" means:

(1) any change adverse to a Participant in the Participant's position, reporting responsibilities, duties, compensation, benefits or other terms or conditions of employment; or

(2) any change in a Participant's principal place of employment, if the new principal place of employment is more than 50 miles from the previous principal place of employment;

provided, that a Participant shall not be deemed to have terminated his or her 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.

Exhibit 10(k)

AMENDMENT TO THE
H.B. FULLER COMPANY
EXECUTIVE BENEFIT TRUST

THIS AGREEMENT is made this 1st day of October, 1997 by and between H.B. FULLER COMPANY, a Minnesota corporation (the "Company"), and FIRST TRUST NATIONAL ASSOCIATION, a national banking association (the "Trustee").

W I T N E S S E T H:

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 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. Section 1.3 of the Agreement is amended in its entirety, to read as follows:

"1.3 'Change in Control' shall mean:

(a) a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement;

(b) 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 or any 'person' (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that such person 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 15% or more of the combined voting power of the Company's then outstanding securities;

(c) the Continuing Directors cease to constitute a majority of the Company's Board of Directors;

(d) the shareholders of the Company approve (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Company stock would be converted into cash, securities or other property, other than a merger of the Company in which shareholders immediately prior to the merger have the same proportionate ownership of stock of the surviving corporation immediately after the merger; (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; or (iii) any plan of liquidation or dissolution of the Company; or

(e) the majority of the Continuing Directors determine in their sole and absolute discretion that there has been a change in control of the Company; provided, however, that within ten business days following the date of such a determination, a majority of the Continuing Directors, if any, may further determine that any provision of this Trust Agreement which takes effect upon the happening of a Change in Control shall not take effect with respect to that Change in Control."

2. The second Section 1.4 of the Agreement is redesignated as
Section 1.5, and a new Section 1.6 is added to the Agreement, to read as follows:

"1.6 'Continuing Director' means any person who is a member of the Board of Directors of the Company, while such person is a member of the Board of Directors, who is not an Acquiring Person (as defined below) or an Affiliate or Associate (as defined below) of an Acquiring Person, or a representative of an Acquiring Person or any such Affiliate or Associate, and who (i) was a member of the Board of Directors on August 1, 1997 or (ii) subsequently becomes a member of the Board of Directors, if such person's initial nomination for election or initial election to the Board of Directors is recommended or approved by a majority of the Continuing Directors. For purposes of this Section 1.6, 'Acquiring Person' shall mean any 'person' (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who or which, together with all Affiliates and Associates of such person, is 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 combined voting power of the Company's then outstanding securities, but shall not include the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company or any entity holding shares of the Company's common stock organized, appointed or established for, or pursuant to the terms of, any such plan; and 'Affiliate' and 'Associate' shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act."

3. A new Section 4.3 is added at the end of Article IV of the Agreement, to read as follows:

"4.3 Investments. Upon and after the occurrence of a Change in Control, the Trustee shall not be subject to the direction of the Company in the acquisition, investment and disposition of the Trust's assets, and the Trustee shall thereafter acquire, invest and dispose of Trust assets in such manner as it deems prudent and in the best interests of the Plans' participants and their beneficiaries."

4. Section 9.1 of the Agreement is amended in its entirety, to read as follows:

"9.1 Trust Amendment. Except as limited below, the Chief Executive Officer of the Company shall have the right to amend this Trust Agreement at any time. Such amendment shall be stated in an instrument in writing, executed by such Chief Executive Officer and attested by the Secretary or an Assistant Secretary of the Company. Upon delivery of an executed counterpart of such instrument to the Trustee, the Trust shall be deemed to have been amended in the manner set forth in such instrument, and all participants and the Company shall be bound by the amendment; provided, however, that:

(a) no amendment shall increase the duties or liabilities of the Trustee without its written consent;

(b) no amendment shall reduce, impair or otherwise adversely affect any Plan participant's rights or protections under a Plan or this Agreement unless the participant

consents in writing to such amendment;

(c) no amendment shall cause the Trust to be terminated prior to the time set forth in Section 10.3; and

(d) no amendment shall cause or permit any assets of the Trust to revert to the Company, except as permitted in Sections 2.3, 5.2, and 10.3.

* * * * *

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

H.B. FULLER COMPANY

                                       By  /s/ Walter Kissling
                                           --------------------------------
                                           Chief Executive Officer

Attest: /s/ Richard C. Baker
        -----------------------------
As its: Corporate Secretary
        -----------------------------

FIRST TRUST NATIONAL ASSOCIATION, TRUSTEE

By /s/ Robert H. Kaufer
   --------------------------------
   As Its Assistant Vice President
   --------------------------------
By /s/ Joan M. Hinnenkamp
   --------------------------------
   As Its Vice President
   --------------------------------

AMENDMENT TO THE
H.B. FULLER COMPANY
EXECUTIVE BENEFIT TRUST

THIS AGREEMENT is made this 2nd day of March, 1998 by and between H.B. FULLER COMPANY, a Minnesota corporation (the "Company"), and FIRST TRUST NATIONAL ASSOCIATION, a national banking association (the "Trustee").

W I T N E S S E T H:

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 and beneficiaries' 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. Section 1.3(b) of the Agreement is amended in its entirety, to read as follows:

"(b) 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 or any `person' (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that such person 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 combined voting power of the Company's then outstanding securities;"

2. Paragraphs (d) and (e) of Section 1.3 of the Agreement are amended in their entirety, to read as follows:

"(d) 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 Continuing Directors and would not have at least 60% of the combined voting power of its outstanding securities held by persons who were shareholders of the Company immediately prior to such consolidation, merger, or statutory share exchange; (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; or (C) any plan of liquidation or dissolution of the Company; or

"(e) the majority of the Continuing Directors determine in their sole and absolute discretion that there has been a change in control of the Company."

3. The last sentence of Section 1.6 of the Agreement is amended to read as follows:

"For purposes of this Section 1.6, `Acquiring Person' shall mean any `person' (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who or which, together with all Affiliates and Associates of such person, is 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 combined voting power of the Company's then outstanding securities, but shall not include the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company or any entity holding shares of the Company's common stock organized, appointed or established for, or pursuant to the terms of, any such plan; and `Affiliate' and `Associate' shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act."

4. Section 2.2 of the Agreement is amended in its entirety, to read as follows:

"2.2 Payment of Benefits. Subject to the provisions of Sections 2.3, 3.1, and 4.1, the trustee shall distribute trust funds to the Plan participants and their beneficiaries as directed by the Administrator. If the assets of the Trust are not sufficient to make payments of benefits pursuant to the Plan to participants and their beneficiaries, the Company shall make the balance of each such payment as it becomes due."

5. Section 2.3 of the Agreement is amended in its entirety, to read as follows:

"2.3 Reversion of Excess Assets. If, prior to a Change in Control, the Company determines, on the basis of reasonable actuarial assumptions selected by an independent actuary appointed by the Company, that a portion of the Trust's assets or future earnings allocated to an account for a Plan will not be required to pay benefits to participants and their beneficiaries under the terms of the Plan in effect at the time of the determination, all or any part of such portion of assets or future Trust earnings shall be returned to the Company upon the direction of the Company; provided that no part of any assets or future Trust earnings shall be paid to the Company after the occurrence of a Change in Control except as provided in Section 5.2 or 10.3."

6. A new paragraph (c) is added at the end of Section 4.1 of the Agreement, to read as follows:

"(c) The provisions of Section 2.2 (`Payment of Benefits') shall cease to apply, and the Trustee shall distribute the trust fund to Plan participants and their beneficiaries in accordance with the provisions of the Plan. If the Administrator fails to provide the Trustee with information sufficient for it to determine the amount or timing of any distribution within thirty days after the Trustee's receipt of notice of the occurrence of the event entitling the participant or beneficiary to receive such distribution, the Trustee shall be entitled to conclusively rely upon information provided by the participant or beneficiary. If the assets of the Trust are not sufficient to make payments of benefits pursuant to the Plan to participants and their beneficiaries, the Company shall make the balance of each such payment as it becomes due."

7. A new Section 4.4 is added at the end of Article IV of the Agreement, to read as follows:

"4.4 Contributions. Within ten business days following the occurrence of a Change in Control, the Company shall make an irrevocable cash contribution to the Trust in an amount which, when added to the then fair market value of the Trust's assets (excluding any assets credited to an Expense Account established pursuant to Section 6.3), is not less than the present value of the payments which are then due or which may thereafter become due to participants or beneficiaries pursuant to the terms of each Plan. The amount of such contribution shall be determined by assuming that each Plan participant who is employed by the Company at the time of the Change in Control will become entitled to receive benefit payments on the earliest date as of which the participant could receive his benefits without reductions based on the participant's age or length of employment. Present value shall be determined using the following actuarial assumptions:

Interest:     The interest rate on 30-year U.S. Treasury
              obligations as of the December 31 coinciding with
              or immediately preceding the date of the Change
              in Control.

Salary Scale: 6%

Mortality:    Postretirement: 1993 Group Annuity Mortality Table.

              Preretirement:  None.

As of each yearly anniversary of the occurrence of a Change in Control (`Valuation Date'), the Company shall determine the amount of the contribution which would have been required pursuant to this Section 4.4 if the Change in Control had occurred on such Valuation Date. If the amount so determined exceeds the fair market value of the Trust assets on such Valuation Date, the Company shall, within ten business days following such Valuation Date, make an irrevocable cash contribution to the Trust in an amount which is

not less than such excess."

8. Article V of the Agreement is retitled "Early Termination," and Section 5.1 of the Agreement is amended in its entirety, to read as follows:

"5.1 Early Termination. Notwithstanding anything herein to the contrary, if there is a final determination that the existence of this Trust would cause the Plan participants to be taxed on their benefits before they actually receive them, the Trust shall terminate and the Trustee shall distribute to each participant the present value of his benefits under each Plan. For the purposes of this Section 5.1:

(a) a `final determination' means a determination by the Internal Revenue Service or a court of competent jurisdiction from which no further appeal may be taken, either because there is no further appeal available or because the time to take such appeal has expired; and

(b) `present value' shall be determined in the same manner, and with the same interest and mortality factors, as would be used for such purpose under the provisions of the H.B. Fuller Company Retirement Plan in effect at the time such determination is made."

9. A new Section 6.3 is added at the end of Article VI of the Agreement, to read as follows:

"6.3 Expense Account. The Company, in its discretion, may direct the Trustee to establish a separate account (the `Expense Account') for the payment of expenses incurred by the Trustee in administering the Trust, and it may contribute to the Expense Account such amounts as it shall determine from time to time, in its sole and absolute discretion. Notwithstanding anything herein to the contrary:

(a) Prior to the occurrence of a Change in Control, amounts credited to the Expense Account shall be used solely for the payment of expenses incurred by the Trustee in administering the Trust, to the extent the same have not been paid by the Company, including, without limitation, the Trustee's compensation and expenses incurred by the Trustee in connection with litigation undertaken pursuant to Section 7.3(f).

(b) After the occurrence of a Change in Control, amounts credited to the Expense Account shall be used primarily for the payment of expenses described in paragraph (a); provided, that if the Trustee determines that the amounts from time to time credited to the Expense Account exceed the amount of its reasonably anticipated expenses, it may use the excess amounts to pay any benefits due under the Plans.

(c) Prior to the occurrence of a Change in Control, all or any part of the amounts credited to the Expense Account shall be paid to the Company upon the direction of the Company.

(d) No part of the amounts credited to the Expense Account shall be paid to the Company after the occurrence of a Change in Control, except as provided in Section 5.2 or 10.3."

10. The first sentence of Section 7.3(d) of the Agreement is amended in its entirety, to read as follows:

"(d) The Trustee shall receive for its services compensation in accordance with its separate agreement with the Company; provided, that upon and after the occurrence of a Change in Control, the Trustee shall be compensated in accordance with the fee schedule attached hereto as Schedule B."

11. Section 7.3(f) of the Agreement is amended in its entirety, to read as follows:

"(f) Following prior written notice to the Company, the Trustee may accept, compromise, settle, enforce or contest any obligation or liability due to or from it as Trustee, including any claim that may be asserted for taxes under any present or future law and any claim the Trust may have for contributions due from the Company under Section 4.4; but it shall not be required to institute or continue litigation unless it

is in possession of funds suitable for that purpose or unless it has been indemnified to its satisfaction against its counsel fees and all other expenses and liabilities to which it may in its judgment be subjected in such action. The Trustee shall be entitled, out of the recoveries of any litigation, to reimbursement for its expenses in connection with such litigation."

12. A new paragraph (j) is added at the end of Section 7.3 of the Agreement, to read as follows:

"(j) The Trustee may segregate any part or portion of the assets of the Trust for the purpose of administration or distribution thereof and may hold such part or portion uninvested whenever and for so long as is required for the payment in cash of Plan benefits normally expected to become payable in the near future. The Trustee may hold uninvested reasonable amounts of cash whenever the Trustee deems it desirable to do so to facilitate disbursements, pending investments, or for other operational reasons and may deposit the same, without any liability for interest earned thereon, for reasonable periods in the banking department of the Trustee or of any other bank, trust company or other financial institution, including those affiliated in ownership with the Trustee, notwithstanding the banking department's or other entity's receipt of `float' from such uninvested cash."

13. New Sections 7.4 and 7.5 are added at the end of Article VII of the Agreement, to read as follows:

"7.4 Employment of Agents. The Trustee may employ agents, experts, and counsel to the extent necessary to the performance of its duties and responsibilities hereunder, and it may reasonably compensate such agents, experts, and counsel out of the assets of the Trust.

"7.5 Indemnification. Prior to a Change in Control, the Company shall indemnify the Trustee and hold it harmless against any liabilities, losses, or expenses (including reasonable attorneys' fees) incurred by it as a result of any action taken by it pursuant to the instructions of the Company or the Administrator, or by reason of its failure to act upon any matter as to which it has no power to act when no such instructions have been received, except to the extent any such action or failure to act was negligent or in bad faith. Upon or after the occurrence of a Change in Control, the Company shall indemnify the Trustee and hold it harmless against any liabilities, losses, or expenses (including reasonable attorneys' fees) incurred by it as a result of any action taken or omitted by it pursuant to this Agreement, except to the extent any such action or omission was grossly negligent or in bad faith."

14. The provisions of this Amendment shall be effective as of the date first set forth above, except that the provisions of paragraphs 1, 2, 3, and 7 hereof shall not take effect with respect to a Plan participant until this Amendment has been approved in writing by such participant.

* * * * *

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

H.B. FULLER COMPANY

                                       By  /s/ Walter Kissling
                                           -----------------------------------
                                           Chief Executive Officer

Attest:  /s/ Richard C. Baker
         ---------------------------
As its:  Vice President
         ---------------------------

FIRST TRUST NATIONAL ASSOCIATION, TRUSTEE

By  /s/ Robert H. Kaufer
    -----------------------------------
    As its Vice President

By /s/ Joan M. Hinnenkamp
   ------------------------------------
   As its Vice President

SCHEDULE B

Upon and after the occurrence of a Change in Control, the Trustee shall be compensated in accordance with the following fee schedule:

Domestic Market Value
---------------------

First $1,000,000                          .30%
Next $4,000,000                           .20%
Next $5,000,000                           .15%
Next $15,000,000                          .10%
Excess over $15,000,000                   .05%

         Recurring Distributions                   $2.50 per transaction
         Lump Sum Distributions                    $10.00 per transaction
              (Automated)
         Lump Sum Distributions                    $15.00 per transaction
              (Non-automated)
         ACH Distributions                         $1.50 per transaction
         ACH Distributions w/advice                $2.00 per transaction

OUT OF POCKET EXPENSES

         Pass Through of Cost

Exhibit 10(x)

H.B. FULLER COMPANY
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
1998 REVISION

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. Subsections A. and B. of Section 3.3 are amended in their entirety, to read as follows:

"A. A Participant's annual benefit shall 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 as determined by the Administrator in its discretion;

(3) The aggregate amount of the Participant's annual benefits under the H.B. Fuller Company Retirement Plan and each other funded or unfunded defined benefit pension plan maintained by the Company or an Affiliated Organization; and

(4) The aggregate value of the Participant's annual benefits under any funded or unfunded pension, profit sharing, stock bonus or deferred compensation plan of another employer as determined by the Administrator in its discretion.

"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 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 U.S. Internal Revenue Code and such benefit is being converted into the form of benefit described in Section 3.5B, 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."

2. Section 3.4 is amended in its entirety, to read as follows:

"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. Subsection A. of Section 3.5 is amended in its entirety, to read as follows:

"A. 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."

4. A new Section 3.10 is added to the Plan, to read as follows:

"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.

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 Company and its Affiliated Organizations) and Section 3.3A.(4) (relating to benefits payable under plans maintained by other employers).

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)."

5. Subsection E. of Section 7.1 is amended in its entirety, to read as follows:

"E. A Participant's `Social Security Benefit' is the amount, as determined by the Administrator in its discretion and based upon the Participant's estimated earnings history to the date of his or her termination of employment with the Company. 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."

This Amendment shall be effective as of the date of this instrument; provided, that nothing in this amendment shall reduce the amount of any benefit being paid to a Participant, or the Accrued Benefit of any Participant, on the effective date of this Amendment.

* * * * *

IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officers this 4th day of November, 1998.

H.B. FULLER COMPANY

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

Exhibit 10(y)

CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT (the "Agreement") is made this 8th day of April, 1998, by and between H.B. Fuller Company, a Minnesota corporation (the "Company") and _________ (the "Executive").

W I T N E S S E T H:

WHEREAS, the Company recognizes the valuable services that Executive has rendered to the Company and/or its Affiliated Organizations and desires to be assured that the Executive will continue to actively participate in the business of the Company; and

WHEREAS, the Executive is willing to continue to serve the Company but desires assurance that in the event of any change in control of the Company, the Executive will continue to have the responsibility and status that the Executive has earned; and

WHEREAS, the Company's Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Executive, to their assigned duties without distraction in potentially disturbing circumstances arising from the possibility of a change in control of the Company;

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Company and the Executive hereby agree as follows:

1. Term. The Term of this Agreement shall commence on the date hereof and shall terminate upon the earliest to occur of:

(a) The "Expiration Date;"

(b) the termination of the Executive's employment under circumstances that do not entitle the Executive to benefits under paragraph 3;

(c) the Executive's death;

(d) the date, prior to a Change in Control, on which the Executive ceases to be in pay grade 35 through 49; or

(e) the third anniversary of the occurrence of a Change in Control, if the Executive is still employed by the Company on such date;

provided, that the expiration of the Term shall not relieve the Company of its obligations to make any payments or provide any benefits which are or become due to the Executive subsequent to the expiration of the Term. For purposes of this paragraph, the "Expiration Date" of this Agreement is the first anniversary of the date on which the Term begins; provided, that on each day after the date on which the Term begins the Expiration Date shall automatically extend for an additional day, so that the remaining Term shall always be one year, unless the Company gives written notice to the Executive that the Term shall not be so extended, whereupon the Expiration Date shall be the date which is one year after the date of such notice. Notwithstanding the foregoing, upon the occurrence of a Change in Control during the Term of this Agreement, the Expiration Date shall automatically be extended to the third anniversary of the date on which the Change in Control occurs.

2. Employment. In the absence of a Change in Control, the Executive agrees to remain in the employ of the Company in a pay grade which is not less than the Executive's existing pay grade, during the Term of this Agreement, unless the Executive's employment is earlier terminated by the Company. It is understood and agreed that this paragraph 2 does not impose any additional obligations on the Company prior to the occurrence of a Change in Control, nor does it impair the Company's rights (if any) to terminate the Executive's employment prior to a Change in Control with or without Cause.

3. Benefits. If, during the Term of this Agreement and upon or after the occurrence of a Change in Control, the Executive's employment is terminated by the Company other than for Cause or Disability or by the Executive for Good Reason, or if the Executive's employment is terminated by the Executive for any reason during a period of 90 days following the first anniversary of the occurrence of the Change in Control, the Executive shall be entitled to the following payments and benefits:

(a) Severance Pay. The Executive shall be entitled to a lump sum payment in an amount equal to three times the Executive's Annual Compensation, which payment shall be made to the Executive within ten days after the Executive's termination of employment. If the Executive is also entitled to severance payments which would be made in the absence of a change in control under any plan or program of the Company, or under the laws of any federal, state, local or foreign jurisdiction, the amount payable to the Executive pursuant to this paragraph (a) shall be reduced (but not below zero) by the Present Value of such other severance payments. Payments under this paragraph (a) shall not be considered in determining the amount of the Executive's benefits under any pension, profit sharing, stock bonus or other employee benefit plan of the Company or any Affiliated Organization.

(b) Medical and Dental Coverage. The Executive shall be entitled to continued coverage under any medical or dental plan maintained by the Company in which the Executive was participating at the time of the Executive's termination of employment, for a period of three years following the Executive's termination of employment. Rules comparable to those governing the provision of continuation coverage under Section 602 of ERISA shall apply to the coverage provided under this paragraph, except that:

(i) the coverage may not be discontinued prior to the expiration of the period specified in this paragraph (a), except for the Executive's failure to make a required contribution;

(ii) the contributions required of the Executive for such coverage may not exceed the contributions required for the same coverage from a similarly situated active employee; and

(iii) if the Company discontinues the plan or plans in which the Executive was participating prior to the expiration of such three year period, the Company shall substitute equivalent coverage under one or more other plans or, if there are no other plans, under one or more individual insurance policies.

It is the intent of the Company that neither the coverage provided pursuant to this paragraph (b), nor the benefits received as a result of such coverage, shall be subject to U.S. income taxation to the Executive. Accordingly, if the Company determines that the coverage to be provided under this paragraph (b) would cause a self-insured plan maintained by the Company or an Affiliated Organization to be in violation of the nondiscrimination requirements of section 105(h) of the Code, it shall substitute insured coverage providing equivalent benefits, at no greater cost to the Executive, to the extent necessary to avoid such discrimination.

(c) Outplacement Services. The Company shall pay for any outplacement services provided to the Executive; provided, that the total amount paid for such services shall not exceed $25,000. The Employer shall pay (or, at its option, reimburse the Executive) for such services within ten days after its receipt of a statement from the service provider.

(d) Company Car. The Company shall transfer to the Executive title to his or her Company car, if any, at no cost to the Executive.

4. Limitation; Make Whole Payment.

(a) If any payments or other benefits due to the Executive under this Agreement and/or under any other plan or program of the Company or an Affiliated Organization would be subject to the tax (the "Excise Tax") imposed by section 4999 of the Code, and if the amount of the Executive's "parachute

payments" (as defined in section 280G(b)(2) of the Code) with respect to such Change in Control does not exceed 330% of the Executive'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 Executive and the Company shall mutually agree.

(b) If any payments or other benefits due to the Executive under this Agreement and/or under any other plan or program of the Company or an Affiliated Organization would be subject to the Excise Tax, and if the amount of the Executive's parachute payments (as defined in paragraph (a)) exceeds 330% of the Executive's base amount (as defined in paragraph (a)), the Company shall pay to the Executive an additional amount (the "Make Whole Payment") so that the net amounts retained by the Executive, 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 Executive would have received in the absence of the Excise Tax. The Make Whole Payment shall be paid to the Executive within 30 days after the Executive's termination of employment.

(c) For purposes of determining the amount of the Make Whole Payment, the Executive 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 Executive'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 Executive 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.

5. Definitions. For the purposes of this Agreement:

(a) "Affiliated Organization" means any corporation that would be a member of a controlled group of corporations (within the meaning of section 414(b) of the Code) that includes the Company, and any trade or business (whether or not incorporated) that would be controlled (within the meaning of section 414(c) of the Code) by the Company, if the phrase "at least 70%" were substituted for the phrase "at least 80%" each place it appears in section 1563(a)(1) of the Code and in regulations under section 414(c) of the Code.

(b) "Annual Compensation" means the sum of:

(i) the Executive's annual base salary at the highest rate in effect during the period commencing three months prior to the occurrence of the Change in Control and ending on the date of the Executive's termination of employment; plus

(ii) the largest bonus and/or incentive payments payable to the Executive for any fiscal year of the Company during the period commencing 36 months prior to the occurrence of the Change in Control and ending on the date of the Executive's termination of employment.

(c) "Cause" means any act by the Executive 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 Executive. The Executive may only be terminated for Cause upon 90 days prior written notice to the Executive, which notice shall specify the nature of the Cause for termination, and then only if it is

subsequently determined by the Board of Directors of the Company that the Executive has failed to cure the stated Cause prior to or during such 90-day period.

(d) "Disability" or "Disabled" means the Executive's inability, by reason of any physical or mental impairment, to perform the duties of the position the Executive then occupies for a period of not less than 180 consecutive days. The Executive may only be terminated for Disability upon receipt by the Company of an opinion of one or more physicians jointly selected by the Executive and the Company that the Executive has been Disabled for such period, and then only if the Executive is eligible for immediate benefits under the Company's long-term disability plan.

(e) "Change in Control" means:

(i) a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement;

(ii) 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 or any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that such person 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 combined voting power of the Company's then outstanding securities;

(iii) the Continuing Directors cease to constitute a majority of the Company's Board of Directors;

(iv) 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 Continuing Directors and would not have at least 60% of the combined voting power of its outstanding securities held by persons who were shareholders of the Company immediately prior to such consolidation, merger, or statutory share exchange; (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; or (C) any plan of liquidation or dissolution of the Company; or

(v) the majority of the Continuing Directors determine in their sole and absolute discretion that there has been a change in control of the Company.

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

(f) "Code" means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code will include a reference to such provision as it may be amended from time to time and to any successor provision.

(g) "Company" means the Company as hereinbefore defined and any successor or assign to its business and/or assets which executes and delivers the agreement provided for in paragraph 9 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If at any time during the term of this Agreement the Executive is employed by an Affiliated Organization, the term "Company" as used in this Agreement (other than in paragraphs 5(e) and 9(a) hereof) shall in addition include such Affiliated Organization. In such event, the Company agrees that it shall pay or provide, or shall cause such Affiliated Organization to pay or provide, any amounts or benefits due the Executive pursuant to this Agreement.

(h) "Continuing Director" means any person who is a member of the Board of Directors of the Company, while such person is a member of the Board of Directors, who is not an Acquiring Person (as

defined below) or an Affiliate or Associate (as defined below) of an Acquiring Person, or a representative of an Acquiring Person or any such Affiliate or Associate, and who (i) was a member of the Board of Directors on August 1, 1997 or (ii) subsequently becomes a member of the Board of Directors, if such person's initial nomination for election or initial election to the Board of Directors is recommended or approved by a majority of the Continuing Directors. For purposes of this paragraph, "Acquiring Person" shall mean any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) who or which, together with all Affiliates and Associates of such person, is 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 combined voting power of the Company's then outstanding securities, but shall not include the Company, any subsidiary of the Company, any employee benefit plan of the Company or of any subsidiary of the Company or any entity holding shares of the Company's common stock organized, appointed or established for, or pursuant to the terms of, any such plan; and "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 promulgated under the Exchange Act.

(i) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(j) "Good Reason" means:

(i) any change adverse to the Executive in the Executive's position, reporting responsibilities, duties, compensation, benefits or other terms or conditions of employment; or

(ii) any change in the Executive's principal place of employment, if the new principal place of employment is more than 50 miles from the previous principal place of employment.

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

(k) "Present Value" shall be determined based on the following actuarial assumptions:

(i) Interest: The interest rate on 30-year U.S. Treasury obligations as of the December 31 coinciding with or immediately preceding the date as of which Present Value is determined.

(ii) Mortality: 1993 Group Annuity Mortality Table.

6. Legal Expenses. If the Executive institutes or defends any legal action to enforce the Executive's rights under, or to defend the validity of, this Agreement, the Executive shall be entitled to recover from the Company any actual expenses for attorney's fees and disbursements incurred by the Executive. Such fees and disbursements shall be paid or reimbursed by the Company on a regular, periodic basis upon presentation of statements prepared by the Executive's attorney in accordance with his or her customary practices. Any amounts paid to the Executive pursuant to this paragraph 6 shall be refunded to the Company, with interest at the rate provided in section 1274(b)(2)(B) of the Code, if the claim or defense asserted by the Executive is dismissed under circumstances resulting in the imposition of sanctions under Rule 11 of the Federal Rules of Civil Procedure, or under any similar federal, state or foreign rule or statute.

7. No Mitigation. The Executive's benefits hereunder shall be in consideration of the Executive's past service and the Executive's continued service from the date of this Agreement, and the Executive's entitlement thereto shall not be governed by any duty to mitigate damages by seeking further employment nor offset by any compensation which the Executive may receive from future employment.

8. Other Benefits. The specific arrangements referred to in this Agreement are not intended to exclude Executive's participation in other benefits available to executive personnel generally or to preclude other compensation or benefits as may be authorized by the Company from time to time.

9. Successors.

(a) The Company will require any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive's employment for Good Reason, whereupon the Executive shall be entitled to receive the payments and other benefits described in this Agreement as though such termination had occurred upon or after the occurrence of a Change in Control.

(b) This Agreement shall inure to the benefit of and be enforceable by the Executive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts are still payable to the Executive hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee or, if there be no such designee, to the Executive's estate.

10. Notice. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail (or its equivalent for overseas delivery), return receipt requested, postage prepaid, and addressed as follows:

If to the Company:

H.B. Fuller Company
P.O. Box 64683
St. Paul, MN 55164-0683

Attention: General Counsel

If to the Executive:

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

11. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

13. Modifications; Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and the Company. No

waiver by either party hereto at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

14. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.

15. Status of Agreement. This Agreement is designated as a "Change in Control Agreement" for the purposes of Article XIII of the H.B. Fuller Company Group Benefit Plan and for the purposes of any successor or substitute provision requiring such a designation.

* * * * *

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

H.B. FULLER COMPANY

By: /s/ Walter Kissling
    -----------------------------------------

As its: President and Chief Executive Officer
        -------------------------------------

between

H.B. Fuller GmbH Luneburg

- hereinafter referred to as "the Company"

and Mr.

Dr. Hermann Lagally

- hereinafter referred to as "Managing Director" -

1. Upon the Company's initiative, the Managing Director Agreement between the Company and the Managing Director is hereby terminated by mutual consent effective as at December 15, 1998 (hereinafter referred to as "Termination Date").

2. Until the Termination Date, the Managing Director shall be entitled to his gross monthly salary according to Section 2.1 of the Managing Director Agreement.

It is agreed between the parties that due

to the Managing Director's leaving of the Company he shall not be entitled to any bonus under any incentive/bonus system as mentioned in 2.2 or 2.3 of the Managing Director Agreement.

3. As compensation for the loss of his job the Managing Director shall receive a settlement payment in the amount of DM 806.308 gross in accordance with Sections 3 para. 9, 24, 34 Income Tax Act. The net amount resulting herefrom is due and payable on December 31, 1998.

4. Vested pension entitlements which the Managing Director has acquired until the Termination Date in accordance with Section 2.6 of the Managing Director Agreement shall remain unaffected by this settlement agreement.

5. At the Termination Date, in case of a prior relief from work, at the date of such relief, the Managing Director shall return to the Company all credit cards made available to him by the Company, office keys and all other assets including documents belonging to the Company.

The Managing Director shall return to the Company the company car including the documents and keys pertaining thereto on December 15, 1998.

6. Until the Termination Date Section 5 of the Managing Director Agreement shall remain in full force and effect.

7. Section 6 of the Managing Director

Agreement shall remain unaffected by this settlement agreement.

8. Despite the Company having waived the post-termination non-compete covenant as contained in Section 8 of the Managing Director Agreement both parties hereby explicitly agree that this post-termination non-compete covenant as contained in
Section 8 of the Managing Director Agreement shall be reinstated with effect of December 16, 1998, however, with the following provisos:

- The duration as initially contained in Section 8.1 shall be reduced to the period from December 16, 1998 through October 31, 1999.

- Regarding Section 8.2 it is explicitly agreed that considering the scope and the prior activities of the Managing Director the non-competition restraints shall explicitly include Austria.

- Regarding Section 8.3 the compensation shall not be, as initially agreed, a monthly compensation in the amount of the last monthly gross base salary but a lump sum payment of DM 244.621 gross. This amount is to be paid by the Company in a one time payment prior to October 31, 1999. The provisions of Section 8.4 shall remain unaffected therefrom.

Otherwise, all other provisions as contained in Section 8 of the Managing Di-

rector Contract shall remain in full force and effect for the duration of the post-termination non-compete obligation.

9. Both parties agree that, apart from the claims mentioned above, they do not have any additional rights or claims against each other based on the Managing Director Service Agreement. The Managing Director further confirms that he has also no additional claims against any other company of the H. B. Fuller Group including the H. B. Fuller Company.

10. If provisions of this Contract should be void, invalid or unfeasible this will not have an impact on the validity of the other provisions. The void, invalid or unfeasible provision then shall be replaced by another valid and feasible provision leading as close as possible to the same economic result.

11. This Contract shall be subject to German law.

Luneburg, December 14, 1998