Exhibit 10.1


 


AMENDMENT TO THE

3M VIP EXCESS PLAN


 


WHEREAS, 3M Company (“3M”) maintains the 3M VIP Excess
Plan (the “Plan”), which was adopted effective January 1, 2009; and


 


WHEREAS, 3M desires to amend the Plan to: (i) clarify
the manner in which Eligible Compensation is determined; (ii) clarify the
manner in which Participant contributions are deducted pursuant to Section 5.1;
(iii) clarify the manner in which matching contributions are determined
pursuant to Section 5.2, and (iv) remove the vesting schedule and
provide for one hundred percent (100%) vesting of Accounts under the Plan.


 


NOW, THEREFORE, pursuant to the authority contained in
Section 10.1 of the Plan, the Plan document shall be and it hereby is
amended as follows:


 


1.                 ELIGIBLE
COMPENSATION.  Effective for purposes of
clarifying the definition of Eligible Compensation for Plan Years beginning on
or after January 1, 2009, Section 2.7 of the Plan shall be amended to
read as follows:


 


2.7                                 ELIGIBLE COMPENSATION.  “Eligible Compensation” of a Participant for
any Plan Year means base pay plus any variable pay (including annual incentive
(AIP), sales commissions and management objective, but excluding any portion of
such variable pay that is payable in restricted stock units and any other
long-term incentive compensation unless expressly included by the Committee)
earned by the Participant during such Plan Year (whether paid during or
following such Plan Year).  Eligible
Compensation does not include incentives, awards, foreign service premiums and
allowances, income arising from stock options, separation pay, employer
contributions to employee benefit plans, reimbursements or payments in lieu
thereof, or lump sum payouts of a Participant’s unused vacation benefits.


 


2.                 PARTICIPANT
CONTRIBUTIONS.  Effective for purposes of
clarifying the manner in which Eligible Compensation is deferred for Plan Years
beginning on or after January 1, 2009, Section 5.1 of the Plan shall
be amended to read as follows:


 


5.1                                 PARTICIPANT CONTRIBUTIONS.  A Participant may contribute (defer) from 2
percent to 10 percent (but only a whole percentage) of his or her Eligible
Compensation earned during the Plan Year to which such Participant’s election
relates, subject to the following:


 


(a)                                  the percentage of Eligible Compensation that
a Participant elects to contribute to the Plan for a Plan Year must be the same
as the Participant’s Elective Deferral percentage under the VIP during such
Plan Year; and


 


(b)                                 the percentage the Participant elects to
contribute (defer) shall be deducted from each payment of such Participant’s
Eligible Compensation earned during
the Plan Year (whether paid during or following such Plan Year), but only if
such compensation would have been paid (but for
the deferral 


 


 

















 


election) to the
Participant after (i) such Participant’s before-tax deferrals to the
Participant’s Before-Tax 401(k) Account under the VIP during the Plan Year
in which payment would have occurred have reached the applicable dollar limit
on such deferrals imposed by section 402(g) of the Code (regardless of
whether or not the Participant is eligible to make or is actually making
catch-up deferrals as authorized by section 414(v) of the Code), or (ii) such
Participant has reached the Indexed Compensation Limit under the VIP for the
Plan Year in which payment would have occurred.


 


3.                 COMPANY
MATCHING CONTRIBUTIONS.  Effective for
purposes of clarifying the manner in which matching contributions are made on
behalf of each Participant for Plan Years beginning on or after January 1,
2009, Section 5.2 of the Plan shall be amended to read as follows:


 


5.2                                 COMPANY MATCHING CONTRIBUTIONS.  As soon as administratively feasible
following each payroll payment from which Participant contributions are
withheld, the Company shall make a matching contribution on behalf of each
Participant who has made contributions to the Plan equal to the Required
Matching Percentage (as such term is defined in the VIP) of that portion of
such Participant’s contributions made pursuant to Section 5.1 which does
not exceed six percent of such Participant’s Eligible Compensation for the
payroll period corresponding to such payment.


 


4.                 REMOVAL
OF VESTING SCHEDULE.  Effective January 1,
2009, Section 6.5 of the Plan shall be amended to read as follows:


 


6.5                                 VESTING OF ACCOUNTS.  A Participant shall always be 100% vested in
the value of his or her Accounts (including any earnings thereon).


 


5.                 REMOVAL
OF VESTING SCHEDULE.  Effective January 1,
2009, the term “vested” shall be deleted each time it appears throughout Article 7,
the last sentence in Section 7.2 and Section 7.3 shall be deleted,
and the phrase “(including any unvested balance in such Accounts)” in Section 7.4
shall be deleted.


 


 

















 


IN WITNESS WHEREOF, the undersigned, an authorized
officer of the Company, has approved this amendment by signing this document on
the date indicated below.


 


	
   

  	
  3M
  COMPANY

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Angela
  S. Lalor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Angela
  S. Lalor

  
	
   

  	
   

  	
  Senior
  Vice President,

  
	
   

  	
   

  	
  Human
  Resources

  
	
   

  	
   

  	
   

  
	
   

  	
  Date

  	
  November 18, 2009