Exhibit 10.9 to 3M Company Form 10-K (12-31-03)







Amended August 9, 1998
Compensation Committee 




EXHIBIT 10.9 


3M 

COMPENSATION PLAN FOR
NONEMPLOYEE DIRECTORS 



PART I 



GENERAL PROVISIONS 



     A.    OBJECTIVE 



        It
is the intent of 3M Company (“3M”) to provide a compensation program for its
nonemployee directors which will attract and retain highly qualified individuals to serve
in this capacity. This program shall be called the “Compensation Plan for Nonemployee
Directors” (the “Plan”). 



B.    COMPONENTS OF
COMPENSATION 



        Compensation
for nonemployee directors shall consist of a regular annual retainer for board service,
annual retainer for the chairman of standing or special board committees, meetings fees
for each regular and special board meeting attended, and any committee meetings attended.
Compensation, retainer, and meeting fees shall be paid quarterly in any combination of the
following alternatives: 




        1.        
Cash 



        2.        
3M Common Stock 



        3.        
Deferred Cash 



        4.        
Deferred 3M Common Stock 



        The
combination of alternatives for each nonemployee director shall equal the aggregate
Compensation earned by each nonemployee director. 



     C.    ADMINISTRATION 



        The
Plan shall be administered by the Compensation Committee (the “Committee”) of
the Board of Directors. The Committee shall have full power to formulate additional
details and regulations for carrying out this Plan and to make such amendments or
modifications therein as from time to time they deem proper and in the best interests of
3M, provided that such amendments or modifications shall not affect the obligation of 3M
to pay to the participants the amounts accrued or credited to such participants’
accounts. Any decision or interpretation adopted by the Committee shall be final and
conclusive. 



D.    ELECTION OF
ALTERNATIVES 



          	1. 	  	
               Each nonemployee director of 3M may elect, by written notice to 3M on or before
               each annual stockholders meeting, to participate in the Compensation alternative
               provisions of the Plan. Any combination of the alternatives, Cash, 3M Common Stock, Deferred Cash,
and/or Deferred 3M Stock, may be elected provided the aggregate of the alternatives
elected equals 100 percent of the director’s Compensation. 



               





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          	2. 	  	
               The election shall remain in effect for one year, which shall begin at 12:01
               P.M. on the day of the annual meeting of stockholders in May, and terminate at
               12:00 noon on the date of the succeeding annual meeting of stockholders
               (“Plan Year”). 



               



          	3. 	  	
               The Plan Year shall include Plan Quarters, each Plan Quarter to begin as of the
               date of the quarterly board meetings (May, August, November, and February). This
               date (beginning of the Plan Quarter) shall be used to value stock and calculate
               interest. 



               



          	4. 	  	
               A director elected to the board after the May board meeting during a Plan Year
               may elect, by written notice to 3M before such director’s term begins, to
               participate in the Compensation alternatives for the remainder of that Plan
               Year, and election for succeeding years shall be on the same basis as for other
               directors. 



               



          	5. 	  	
               3M shall supply an account statement of his/her participation under the Plan to
               each participant under the Plan as soon as possible after the end of each Plan
               Year. 



               



          	6. 	  	
               Unless otherwise notified, all notices under this Plan shall be sent in writing
               to 3M, attention the Secretary. All correspondence to the participants shall be
               sent to the address which is furnished to the Secretary by each director. 



               



PART II 



CASH COMPENSATION 



         A.       
          Each nonemployee director who elects to participate under the Cash Compensation
          Provision of the Plan shall be paid all or the specified part (percentage) of
          his/her Compensation for the Plan Year in cash, and such cash payment shall be
          made on or about the 15th day of the month following the beginning of the Plan
          Quarter. 



         B.       
          If a participant dies prior to payment in full of all amounts due under the
          Plan, the balance of the amount due shall be payable to such participant’s
          estate in full as soon as possible following death. 



PART III 



3M COMMON STOCK 



         A.       
          Each nonemployee director may elect to receive all or a specified part
          (percentage) of his/her Compensation in 3M common stock which will be paid on or
          about the 15th day of the month following the beginning of each Plan Quarter. 



         B.       
          3M shall insure that an adequate number of 3M common shares (i.e., Treasury) are
          available for distribution to those nonemployee director electing to participate
          in this provision. 



         C.       
          Only whole numbers of shares will be paid, with any fractional share amounts
          paid in cash. 




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         D.
       
          For purposes of computing the number of shares to be paid each quarter, the
          value of each share of 3M common stock will be the closing price on the New York
          Stock Exchange as of the beginning of each Plan Quarter.




         E.       
          If a participant dies prior to payment in full of all amounts due under the
          Plan, the balance of the amount due shall be payable to the participant’s
          estate in full as soon as possible following death. 



PART IV 



DEFERRED COMPENSATION 



         A.       
          Each nonemployee director may elect to have all or a specified part (percentage)
          of his/her Compensation for the Plan Year deferred as Deferred Cash and/or
          Deferred Stock until the participant ceases to be a director. 



         B.       
          For each director who has made the Deferred Cash election, 3M shall establish a
          memorandum account and shall credit such account for the Compensation due on the
          15th day of the month following the beginning of the Plan Quarter. 



         1.
       
          Interest shall be credited to each memorandum account from the date of deposit,
          at the end of each Plan Quarter, and immediately preceding any distribution. 



         2.       
          Interest shall be calculated using: 



		     a.     The
prime rate of interest charged by the First National Bank of Minneapolis as           of
the first day of each Plan Quarter.  







		     b.     The
memorandum account balance as of the end of the preceding Plan Quarter, or,           if
applicable, as of the date of any distribution.  







         3.       
          Distribution from the Deferred Cash account shall be in cash as provided in
          paragraph D below. 



    C.
       For
each director who has made the Deferred Stock election, 3M shall establish a
               memorandum account and shall credit such account with 3M common stock
               equivalents (including fractional share equivalence) which could have been
               purchased on the first day of the Plan Quarter using the closing price of
3M                common stock on the New York Stock Exchange on such date.  



    1.       3M
common stock equivalence equal to dividends paid on 3M common stock shall be
               credited to each memorandum account on each dividend payment date. The
share                equivalence shall be determined by using the closing price of 3M
common stock on                the New York Stock Exchange on the sixth business day
preceding the dividend                record date (day preceding ex-dividend on New York
Stock Exchange).  



    2.
       Appropriate
adjustment shall be made to the memorandum account for stock splits,                stock
dividends, merger, consolidation, payment of dividends in other than cash,
               and similar circumstances affecting 3M common stock.  



    3.
                Distribution for the deferred
         stock account share shall be in 3M common stock (whole shares only with
         any fractional share amounts paid in cash) equal to share equivalence
         in accordance with paragraph D below. 




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         D.       
          Distribution of the participant’s memorandum account share shall be as
          follows: 



         1.        
          In five equal annual installments on January 1 of each year following the year
          in which the participant ceases to be a director; or 



         2.        
          If approved by the Committee, in some other number of equal annual installments
          (not to exceed ten); or 



         3.        
          If approved by the Committee, in a lump sum on a date within the ten-year period
          following the year in which the participant ceases to be a director. 



		
Each
installment or lump sum payment shall also include amounts earned either as dividends,
appreciation, or interest on the outstanding account balance to the distribution date.
The method of distribution approved by the Committee shall be irrevocable.  






         E.        
          If a participant dies prior to payment in full of all amounts due under the
          Plan, the balance of the amount due shall be payable to the participant’s
          estate in full as soon as possible following death; provided that, if a
          participant shall have designated an alternate beneficiary, the remaining
          balance of amounts payable under the Plan shall be payable to the
          participant’s beneficiary in full as soon as possible following death. 




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