Exhibit 10.10 to 3M Company Form 10-K (12-31-03)








EXHIBIT 10.10 



AMENDED AND RESTATED 



3M EXECUTIVE LIFE
INSURANCE PLAN 



	1.  	Purpose
of the Plan  







The purpose of the 3M Executive Life
Insurance Plan is to provide those executive employees who participate in the Plan with
Company-funded insurance coverage during employment and with the opportunity to continue
their insurance coverage after retirement (at the individual’s expense) through 3M’s
obtaining one or more life insurance policies on their behalf. The Plan is designed to
work together with 3M’s Basic Life Insurance Plan and the additional coverage
offered by the 3M Employees’ Benefits Trust Association to afford participating
executive employees the opportunity to obtain comprehensive death benefit protection for
their families and beneficiaries.  



The actual amount of death benefit a
Participant’s Beneficiary may receive from the policies purchased pursuant to this
Plan will vary by such factors as the Insurance Carrier’s policy dividend crediting
rate, time of retirement, and the manner in which the Participant elects to maintain the
policy or policies after retirement, as well as other factors.  



This document reflects the
provisions of the Plan as amended through August 11, 2003. The initial effective date of
this Plan was October 1, 1993.  



	2.  	Definitions  







	2.1  	 “Agreement” means
the written instrument between an Employee and the Company, wherein the Employee and the
Company clarify the terms and conditions under which Employee will participate in the
Plan..  







	2.2  	 “Annual
Premium’ means the amount of consideration determined by the Insurance Carrier and
agreed upon by the Company for an Insurance Policy issued under the Plan.  







	2.3  	 “Assignment” means
the written document filed with the Plan Administrator and the Insurance Carrier whereby
a Participant assigns ownership of an Insurance Policy to another person, entity or
trust, subject to the Company’s rights as described in the respective Agreement (if
applicable) and the assignment included in such Agreement.  







	2.4  	 “Beneficiary” means
the person(s) entitled to receive the Participant Death Benefit under an Insurance Policy
following the death of the Participant.  







	2.5  	 “Company” means
3M Company, a Delaware corporation (also referred to herein as “3M,”), its
subsidiaries and affiliates, and its successors or assigns.  








 








	2.6  	 “Compensation” means
the sum total of the Participant’s annual base salary and planned profit sharing
earnings for a Participant who is a current Employee. For a Participant who has retired
from the Company but remains a Participant under the Plan, Compensation means the
Participant’s approximate annual base salary and planned profit sharing earnings in
effect immediately prior to the time of retirement.  







	2.7  	 “Corporate
Capital Interest” means the Insurance Policy’s cumulative Annual Premiums paid
by the Company in respect of a Policy with respect to which the Participant has entered
into a split dollar insurance agreement with the Company, as set forth in Section 6.2.
The Corporate Capital Interest shall be reduced by policy loans, if any (including any
unpaid interest thereon), taken by the Company. The actual amount of the Corporate
Capital Interest shall be determined by the Company, and such determination shall be
binding upon the Insurance Carrier and any person having an ownership or beneficial
interest in the Insurance Policy.  







	2.8  	 “Employee” means
any person employed by the Company as a member of its Executive Conference and who
receives Compensation for personal services rendered to the Company.  







	2.9  	 "ERISA"
means the Employee Retirement Income Security Act of 1974, as amended.  







	2.10  	 "Insurance
Age" means the age of the insured according to the Insurance Policy.  







	2.11  	 “Insurance
Carrier” means the life insurance company or companies selected by the Company to
issue policies under or pursuant to the Plan.  







	2.12  	 “Insurance
Policy” means the life insurance policy, together with additional policy benefits
and riders, if any, issued by the Insurance Carrier pursuant to the Plan. Except to the
extent such defined terms are inconsistent with defined terms under the Plan, insurance
terms used herein shall have the same meaning as in the Insurance Policy.  







	2.13  	 "Participant"
 means  an  Employee  who has met and  continues  to  meet  all the  applicable
 eligibility          requirements under the Plan.  







	2.14  	 “Participant
Death Benefit” means any portion of the total death benefit of an Insurance Policy
which is above an amount equal to the Corporate Capital Interest.  







	2.15  	 "Plan"
means the 3M Executive Life Insurance Plan.  







	2.16  	 “Plan
Administrator” means the person to whom the Company has delegated the authority and
responsibility for administering the Plan. Unless and until changed by the Company, the
Plan Administrator of the Plan shall be 3M’s Staff Vice President, Global
Compensation and Benefits or her successor.  







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	2.17  	 “Termination
of Service” means the Participant’s ceasing his or her employment with the
Company for any reason, whether voluntarily or involuntarily, including by reasons of
retirement, disability or death. For purposes of this Plan, a Termination of Service
shall occur when a Participant no longer meets all the applicable eligibility
requirements under the Plan.  







     	3. 	
          Administration And Interpretation Of The Plan 



          



     	3.1. 	
          Plan Administrator. Except as otherwise provided in the Plan, the Plan
          Administrator shall have control over the administration and interpretation of
          the Plan, with all the powers necessary to carry out the intent of the Plan. The
          Plan Administrator may adopt such rules and regulations relating to the Plan as
          the Plan Administrator deems necessary or advisable for the administration of
          the Plan. Any decisions, actions or interpretations of any provision of the Plan
          made by the Plan Administrator shall be made in its sole discretion, need not be
          uniformly applied to similarly situated individuals, and shall be final, binding
          and conclusive on all persons interested in the Plan. The Plan Administrator may
          delegate administrative responsibilities to advisors or other persons and may
          rely upon the information or opinions of legal counsel or experts selected to
          render advice with respect to the Plan. 



          



     	3.2. 	
          Insurance Carrier. The Insurance Carrier shall be responsible for all
          matters relating to any Insurance Policy. Not in limitation, but in
          amplification of the foregoing, the Insurance Carrier shall decide whether it
          will issue an Insurance Policy on the life of a Participant who has otherwise
          met all of the Plan’s eligibility requirements. 



          



     	3.3. 	
          Plan Document Shall Control. In the event of any discrepancy between any
          other documents, communication pieces or plan summaries prepared pursuant to
          this Plan, other than the Insurance Policies, the plan document shall control. 



          



     	4. 	
          Eligibility and Participation 



          



To become and continue to remain a
Participant in the Plan, an Employee must meet all of the following requirements:  



     	a) 	
          Be nominated to participate in the Plan by the Company; 



          



     	b) 	
          Make an application to the Insurance Carrier in the manner set by the Plan
          Administrator; 



          



     	c) 	
          Meet the insurability requirements of the Insurance Carrier and be issued an
          Insurance Policy; and 



          



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     	d) 	
          Sign all documents presented by the Plan Administrator necessary or appropriate
          to carry out the intent of the Plan. 



          



Since participation under the Plan
involves the purchase of an Insurance Policy, which is subject to the Employee’s
insurability, the Company does not guarantee that each Employee nominated for
participation will be able to participate in the Plan.  



	5.  	Death
Benefits  







	5.1  	 Amount
of Benefits/Coverage. All of the benefits provided under this Plan shall be provided
exclusively through the Insurance Policies purchased upon the lives of the Participants.
While a Participant is employed by the Company, the Insurance Policy or Policies
purchased upon the life of such Participant will be designed to provide a Participant
Death Benefit equal to approximately three (3) times the Participant’s Compensation
(or in the case of those Participants who are senior executives of the Company,
approximately four (4) times the Participant’s Compensation less the amount of
additional life insurance coverage available through the optional life insurance benefit
plans offered by the 3M Employees’ Benefits Trust Association, if such formula would
produce a larger amount) less the amount of such Participant’s coverage under the 3M
Basic Life Insurance Plan; provided, however, that for a Participant who is not covered
by the 3M Basic Life Insurance Plan, their Insurance Policy or Policies shall be designed
to provide a Participant Death Benefit equal to approximately two (2) times the
Participant’s Compensation. Following retirement from employment with the Company,
the Insurance Policy or Policies purchased upon the life of each Participant whose
participation in this Plan began prior to September 1, 2003 will be designed to provide a
Participant Death Benefit equal to approximately one and one-half (1.5) times the
Participant’s Compensation. Notwithstanding the foregoing, the amount of a
Participant’s coverage under this Plan shall be frozen and shall not thereafter
increase in the event such Participant makes a withdrawal from one or more of the
Insurance Policies purchased upon his or her life pursuant to this Plan.  







	5.2  	 Offset
against Death Benefit. If the Company has participated in the purchase of a single
premium life insurance policy for which the death benefits are payable to the Participant’s
Beneficiary, the amount of available death proceeds under such policy will be used as an
offset when determining the policy amount under Section 5.1.  







	5.3  	 Payment
of Death Benefit. Subject to the Company’s right to first recover its Corporate
Capital Interest with respect to such Policy or Policies (if applicable), the death
benefit payable under the Plan following the death of a Participant is the Participant
Death Benefit payable under the Participant’s Insurance Policy or Policies. This
Participant Death Benefit shall be determined and paid by the Insurance Carrier from the
proceeds of the Insurance Policy or Policies upon submission of acceptable proof of death
and a claim for benefits. The Participant Death Benefit payable to a Participant’s
Beneficiary shall be in accordance with the terms of the Insurance Policy or Policies and
the provisions of this Plan.  








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	5.4  	 No
Guarantee of Death Benefit. In the event that the death proceeds payable under a
Participant’s Insurance Policy or Policies exceeds the sum of the Company’s
Corporate Capital Interest (if any) and the targeted Participant’s Death Benefit
under Section 5.1, the excess death proceeds shall be paid to the Participant’s
Beneficiary. In the event that the death proceeds payable under a Participant’s
Insurance Policy or Policies are not sufficient to provide the targeted Participant’s
Death Benefit under Section 5.1, the Company shall not be obligated to make up or
compensate the Participant’s Beneficiary for any deficiency.  







	5.5  	 Beneficiary
Designation. The Participant Death Benefit is payable to the Beneficiary or
Beneficiaries designated by the owner of the Insurance Policy. If no such Beneficiary is
designated, the Beneficiary shall be the person or persons entitled to the death benefit
under the terms of the Insurance Policy or applicable state law, whichever governs.  







	5.6  	 Ownership
of Insurance Policies;Assignment. Each Insurance Policy purchased under this Plan
shall be initially owned by the Participant whose life is insured thereby. To secure the
repayment of the Company’s Corporate Capital Interest (if applicable), each
Participant who has entered into a split dollar insurance agreement with the Company
shall assign such Policy to 3M as part of such Agreement. Subject to the Company’s
rights pursuant to such assignment, each Participant shall have the right to assign any
or all of his or her interest in the Insurance Policy and the accompanying Agreement (if
applicable) to any person, entity, or trust, by signing and delivering to the Plan
Administrator and the Insurance Carrier a written Assignment in a form mutually
acceptable to the Plan Administrator and the Insurance Carrier.  







	5.7  	 Protective
Provisions. If a Participant dies by suicide or if it is determined a material
misstatement was made in the Insurance Policy Application, the applicable protective
provisions of the Insurance Policy will apply.  







	6.  	Contributions
and Funding  







	6.1  	Responsibility
of the Participant.  







          		    (a)       
               With Split Dollar — Each Participant who has entered into a split dollar
               insurance agreement with the Company shall be responsible for contributing the
               value of the “economic benefit” received as a result of his/her
               participation in the Plan. The value of the “economic benefit”
               received under an Insurance Policy issued pursuant to this Plan will be based on
               the lower of the Internal Revenue Service’s Table 2001 rates or the
               Insurance Carrier’s published premium rates available to all standard risks
               for initial issue one-year term insurance in compliance with Revenue Rulings
               66-110 and 67-154 issued by the Internal Revenue Service. The Company will
               reimburse the Participant for this contribution, but not for the amount of any
               income tax incurred by the Participant as a result of his or her participation
               in the Plan. The Participant shall be responsible for all income taxes incurred
               as a result of his or her participation in the Plan. 



               




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          		    (b)       
               Without Split Dollar – Each other Participant shall be responsible only for
               paying the income taxes incurred by such Participant as a result of his or her
               participation in the Plan. No portion of the premiums payable on such
               Participant’s Insurance Policy or Policies shall be payable by the
               Participant while the Company is obligated to pay such premiums as described in
               Section 6.2 below. 



               



	6.2  	 Responsibility
of Company. The Company shall be responsible for the payment of all Annual Premiums
payable with respect to each Participant’s Insurance Policy or Policies (a) for
those Participants who have entered into split dollar insurance agreements with the
Company, while the respective Agreement remains in effect, (b) for all other Participants
whose participation in this Plan began prior to September 1, 2003, during their
employment and for as long as necessary during their retirement, and (c) for Participants
whose participation in this Plan began on or after September 1, 2003, only during their
employment. The Company shall, at its option, have the authority to borrow against any
Insurance Policy up to an amount not to exceed the Corporate Capital Interest. However,
the Company shall pay to the Insurance Carrier no fewer than four Annual Premiums during
the first seven policy years of each Insurance Policy, and during this period the Company
shall not borrow an amount greater than the sum of three years’ payments described
in this Section. All interest payments due as a result of such borrowing shall be the
responsibility of the Company. The Company reserves the right to limit or adjust the
amount of the premiums it will pay for a Participant’s Insurance Policy or Policies
purchased under this Plan in the event such Participant makes a withdrawal from one or
more of such Insurance Policies.  







	6.3  	 Termination
of Agreement. Notwithstanding any other provision in this Plan, the Agreement (if
any) between the Company and each Participant shall be terminated upon the occurrence of
the first of the following events:  







          	   a) 	  	
               The Insurance Policy’s anniversary date on which the Participant attains
               Insurance Age 65, except in certain circumstances where the Company in its sole
               discretion deems it appropriate to extend the duration of funding in order to
               sustain the prescribed death benefit. In no event may the Agreement between the
               Company and a Participant be terminated as a result of the occurrence of an
               event described in this Section 6.3(a) prior to the 15th anniversary
               of the issue date of the Insurance Policy. 



               



          	 b) 	  	
               The death of the Participant. 



               




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          	c) 	  	
               The Termination of Service of a Participant for any reason other than the
               Participant’s death prior to the Insurance Policy’s anniversary date
               on which the Participant attains Insurance Age 65. 



               



	   	In the
event of a termination described in (a) above, the Company will be entitled to recover
from the Insurance Policy its Corporate Capital Interest. Upon the Company’s
recovery of such Corporate Capital Interest, the Participant or his or her assignee will
be responsible for all future premiums and the Company shall have no involvement
whatsoever, direct or indirect, in such Insurance Policy. The actual death benefit
provided by such Insurance Policy after such time may be greater than or less than the
targeted death benefits described in Section 5.1. In the event the Insurance Policy does
not provide the targeted Participant Death Benefit, the Company shall not be obligated to
make up or compensate the Participant’s Beneficiary for any deficiency.  







	   	In the
event of a termination described in (b) above, the Company will be entitled to recover
from the death proceeds its Corporate Capital Interest and the balance of the death
proceeds will be paid to the Beneficiary under the Insurance Policy. The actual death
benefit provided by the Insurance Policy may be greater than or less than the targeted
death benefits described in Section 5.1. In the event the Insurance Policy does not
provide the targeted Participant Death Benefit, the Company shall not be obligated to
make up or compensate the Participant’s Beneficiary for any deficiency.  







	   	In the
event of a termination described in (c) above, the Participant may maintain the Insurance
Policy by paying the Corporate Capital Interest to the Company in accordance with the
terms of the Agreement. Thereafter, the Company shall have no involvement whatsoever,
direct or indirect, in the Insurance Policy. In the event the Participant decides not to
maintain the Insurance Policy, he/she shall execute any and all instruments that may be
required to transfer ownership of the Insurance Policy to the Company. The Company shall
have the right to maintain the Insurance Policy or dispose of the Insurance Policy as it
sees fit. The provisions of Section 6.3(c) shall be subject to any applicable severance
agreement between the Company and the Participant.  







	7.  	Amendment
and Termination of The Plan  







	7.1  	 Amendment.
The Company may amend the Plan at any time; provided, however, that no amendment shall
adversely affect the rights of any Participant or Beneficiary acquired under the terms of
the Plan as in effect prior to the amendment without the prior written consent of the
Participant or Beneficiary.  







	7.2  	 Termination.
The Company reserves the sole right to terminate the Plan at any time. In the event of
the termination of the Plan, each Participant shall be entitled to retain the Insurance
Policy or Policies insuring him or her, reduced by the Corporate Capital Interest (if
any) as of the date of the termination of the Plan. Thereafter, the Participant will be
responsible for all future premiums and the Company shall have no involvement whatsoever,
direct or indirect, in such Insurance Policy or Policies.  







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	8.  	Claim
Procedure  







All death benefits provided under
the Plan are to be paid from the Insurance Policies. The Company has adopted the claim
procedure established by the Insurance Carrier as the claim procedure for the Plan. The
Beneficiary of the proceeds of an Insurance Policy must file a claim for benefits with
the Insurance Carrier in whatever form the Insurance Carrier may reasonably require. If
the Insurance Carrier denies the claim, the Beneficiary who wants to have that denial
reviewed will have to follow the Insurance Carrier’s claims review procedure. The
Company shall have no liability in the event an Insurance Carrier denies a Beneficiary’s
claim for benefits.




	9.  	Miscellaneous  







	9.1  	Not
a Contract of Employment. The terms and conditions of this Plan shall not be deemed
to constitute a contract of employment between the Company and any Participant, and the
Participants (or their Beneficiaries) shall have no rights against the Company except as
may otherwise be specifically provided herein. Moreover, nothing in this Plan shall be
deemed to give any Participant the right to be retained as an Employee of the Company or
to interfere with the right of the Company to discipline or discharge such Participant at
any time for any reason whatsoever.  







	9.2  	Taxes.
The Company shall deduct from each Participant’s Compensation all applicable Federal
or State taxes that may be required by law to be withheld resulting from the Company’s
funding of the Insurance Policy under the Plan.  







	9.3  	Governing
Law. Except where preempted by ERISA, the Plan shall be construed and administered
according to the laws of the State of Minnesota.  







	9.4  	Form
of Communication. Any election, application, claim, notice, or other communication
required or permitted to be made by a Participant to the Plan Administrator and/or the
Insurance Carrier shall be made in writing and in such form as the Plan Administrator
and/or the Insurance Carrier shall prescribe.  







	9.5  	Agent
for Service of Process. The Plan Administrator is designated as the agent to receive
service of legal process on behalf of the Plan.  







	9.6  	Rules
of Construction. When appropriate, the singular as used in this Plan shall include
the plural, and vice-versa, and the masculine shall include the feminine, and vice-versa.







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