Exhibit 10.1


March 13, 2007


Richard F. Ziegler


Senior Vice President, Legal
Affairs and


General Counsel


3M Center, Building
220-14W-07


St. Paul, MN 55144


Dear Richard:


First, let me thank you for your able service to
3M.  You have provided strong leadership
of the Company’s legal function during an important period in the Company’s
history, serving with three chief executive officers.  Your presence during Bob Morrison’s interim
leadership and during my first year at 3M has added an important element of continuity
in a period of change.  Based on our
discussions in recent months, in which you have expressed an interest in
retiring from the Company, we have agreed that this is a sensible time for you
to transition to retirement and facilitate our selection of your
successor.  The purpose of this letter is
to formalize our understandings concerning the transition period and your
retirement thereafter, which are as follows:


1.     As we have discussed, you
will retire from the Company on January 1, 2008 and cease to serve as Senior
Vice President, Legal Affairs and General Counsel effective March 31, 2007.


2.     3M has requested and you have
agreed that during the period between April 1, 2007 and your retirement on
January 1, 2008 (the “Transition Period”) you will assist in an orderly
transition of your prior job responsibilities, as well as perform such special
projects as you and I may mutually agree upon. 
3M will provide you with reasonable administrative and other support during
the Transition Period.


3.     During the Transition Period
you will continue as an active status employee, but may pursue your other
interests, whether personal or professional, as long as your other obligations
do not prevent you from providing reasonable assistance in the orderly
transition of your prior job responsibilities. 
During the Transition Period, you will continue to receive your current
base salary and benefits at all times subject to the terms of 3M’s benefit
plans. In addition,  you will
remain eligible to receive annual incentive compensation for 2007 under the
Executive Annual Incentive Plan with a target amount of $480,000 and with the
actual amount to be determined solely by the performance of 3M during 2007
without any adjustment for individual performance.   Payment of such annual incentive
compensation will be made at the same time and in the same form that 3M pays
such annual incentive compensation to the other participants in such Plan.  You understand that in view of your decision
to retire as of January 1, 2008, you will not receive grants during 2007 under
either the 3M Performance Unit Plan or the Management Stock Ownership Program,
as both of those are intended as incentives for future long-term performance.



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4.     Following (and of course
during) the Transition Period, you agree to reasonably cooperate with and
provide assistance to 3M, with due regard for your other commitments, with
respect to claims, threatened claims and legal proceedings arising out of
matters that occurred during your employment with the Company as to which you
have knowledge as a result of your employment. 
3M will reimburse you for any expenses you reasonably incur in the
course of providing such assistance.


5.     As of January 1, 2008, your
employment with 3M shall end, and as a retiree you will be entitled to receive
the following compensation and benefits pursuant to your employment agreement
of November 19, 2002 (“2002 Employment Agreement”) as well as the provisions of
3M’s compensation and benefit plans, at all times subject to the terms of such
compensation and benefit plans except insofar as the 2002 Employment Agreement
or this letter agreement modifies such plans.


A.    Your outstanding 2005 and 2006
performance units under the 3M Performance Unit Plan will continue to earn out
and will ultimately be paid following the completion of each respective
performance period, in accordance with the terms of the PUP plan document.


B.    Your outstanding stock option
grants under the Management Stock Ownership Program will continue to vest and
be exercisable during the remainder of their 10-year terms, subject to the
terms of the MSOP plan document.


C.    You will have coverage under
the Portfolio II Retiree Medical Plan with an opening account balance of 54,000
retiree medical credits (i.e. the 39,000 retiree medical credits granted to you
under the 2002 Employment Agreement and an additional 15,000 credits earned for
your service through your retirement date) and an equivalent balance for your
spouse.


D.    You will receive benefits
under 3M’s qualified and nonqualified pension plans and the supplemental
retirement benefit provided for in your 2002 Employment Agreement beginning
immediately upon your retirement.  As
provided in that Agreement, the sum of these supplemental retirement benefit
payments (which will be based on a total of five years of 3M employment) and
the pension benefits you receive pursuant to 3M’s qualified and nonqualified
pension plans, will not be less than $300,000 per year.  This amount of at least $300,000 will be paid
each year following your retirement irrespective of the method by which you
elect upon retirement to receive your pension and supplemental retirement
benefit payments, including if you elect to receive payments in the form of a
100% joint and survivor annuity.


E.     The 4,000 restricted shares
of 3M common stock granted to you pursuant to your 2002 Employment Agreement
will vest on January l, 2008 and will be delivered to you shortly
thereafter. The remaining 4,000 shares of restricted stock granted to you



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pursuant to such agreement will be subject to
forfeiture upon your retirement date.


F.     You will continue to be
covered by a universal life insurance policy obtained pursuant to the Executive
Life Insurance Plan, which shall be designed to provide a death benefit equal
to approximately 1.5 times your final annual planned cash compensation of
$1,199,000. 3M will continue to pay directly on your behalf the premiums
payable with respect to such policy for as long as necessary to produce such
coverage, subject to the provisions of such Executive Life Insurance Plan.    You shall continue to own that policy and
are free to surrender it in exchange for the then-applicable surrender value
whenever you wish in accordance with the policy’s terms, but in that event 3M’s
obligations to pay any additional premiums shall cease.


G.    You will also receive the
other retirement benefits and privileges for which other retired senior
executives of 3M are generally eligible.


6.     In accordance with our usual
practice, 3M has requested and you have agreed with the following:


A.    Immediate
Release of Claims.  In consideration for the payments and benefits
provided to you under the terms of this letter agreement, you agree to
fully release and discharge 3M from liability for any and all claims,
complaints, and liabilities of any kind, known or unknown, based on any action,
decision, or event occurring prior to your signing this letter (each a “Claim”).  For purposes of this release, “3M”
means:  3M
Company including any 3M division or operating unit; any 3M subsidiary, 3M
joint venture, or 3M affiliate (collectively “3M Affiliate”); each and every
one of the officers, agents, directors, supervisors, employees, representatives
of 3M or any 3M Affiliate; and any successor or assign of 3M or any 3M
Affiliate.   This release specifically includes without
limitation, all Claims relating to the terms and conditions of your employment
with 3M and the ending of your employment, including any Claim based upon THE
AGE DISCRIMINATION IN EMPLOYMENT ACT, 29 U.S.C. §§621, ET SEQ.; any
federal, state or local employment discrimination laws, regulations or
requirements, including, but not limited to Title VII of the Civil Rights Act,
42 U.S.C. §§2000e, et seq.; the Americans with Disabilities Act, 42
U.S.C. §§12101, et seq.; and the Minnesota Human  Rights Act, Minn. Stat. Ch. 363; any law,
statute, ordinance or regulation enforceable in any other State relating to
employment and/or employment discrimination; any other statute, ordinance, or
regulation; any contract, quasi-contract or promissory estoppel; any tort,
including wrongful discharge, misrepresentation,
fraud, infliction of emotional distress, or defamation; or any other legal or equitable theory.


i.  Although by signing this letter
agreement you are giving



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up each and every Claim you might have against 3M in
any way relating to your employment, you are not giving up your right under
federal law to file a charge of employment discrimination with the Equal
Employment Opportunity Commission (EEOC) and/or participate in or cooperate
with the EEOC in any EEOC proceeding. 
You are also not giving up any right you may have under a state law to
file a charge of employment discrimination under state law with a state agency
concerned with employment discrimination, such as a state human rights
commission, and/or participate in or cooperate with the state agency in any
proceeding relating to a charge of employment discrimination.  However, even though you are not giving up
the rights described in the two immediately preceding sentences regarding
charges of discrimination, by signing this letter agreement you are giving up
the right to personally collect any money damages and your right to personally
receive any other non-monetary remedies that may result from any EEOC or other
government agency proceeding relating to a charge of employment discrimination,
unless a court holds that your release of all Claims in this letter agreement
is invalid.


ii. You acknowledge that you have 21
days to consider whether to sign this letter agreement and accept its terms,
including its release of Claims, but you have advised that you have carefully
considered this agreement, including the release, and have exercised your right
to waive the 21-day consideration period. 
3M has advised and encouraged you to consult with counsel about the
terms of this letter agreement.  You may
rescind this letter agreement within 15 calendar days after signing it, which
rescission may be done only by notifying 3M of that rescission in a writing
delivered to 3M personally or by certified mail, return receipt requested,
prior to the end of the 15-day period. 
If mailed, the notice of rescission must be addressed as follows: Gregg
M. Larson, Associate General Counsel and Secretary, 3M Company, P. O. Box
33428, St. Paul, MN 55133-3428.  If you
do not sign and return this letter agreement to 3M by the end of the 21-day
period, or if you rescind the letter agreement, neither 3M nor you will have
any rights or obligations under this letter agreement.


Provided,
however, that anything to the contrary notwithstanding, the foregoing release
is not intended to, and does not, release any of your rights under this letter
agreement, or to compensation and benefits (including without limitation
retirement benefits) referred to in this letter agreement or any rights that
you have to indemnification under your 2002 Employment Agreement, the 3M
by-laws, or otherwise.



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B.    Release at
Time of Retirement.  Within 21
days of your retirement on January 1, 2008, you will sign a General Release of
Claims in the form attached as Exhibit A. 
The consideration for this General Release is described in this letter
agreement.  Should you fail to sign the
General Release within this 21-day period or should you rescind such General
Release, then this letter agreement shall be deemed void ab initio and 3M shall
have no obligations to you under this letter agreement and you agree to repay
to 3M the total amount of any payments and benefits previously received
pursuant to this letter agreement that you would not have been entitled to
receive in the absence of this letter agreement.


C.    Termination
prior to Retirement.  3M
reserves the right to terminate your employment at any time prior to January 1,
2008 but only for Cause as defined in Section 9(e) of your 2002 Employment
Agreement; provided, however, that (i) references to the term “Agreement” in
your Employment Agreement’s definition of Cause shall include both that
Employment Agreement and this letter agreement, and (ii) in the case of any
alleged material breach of this letter agreement, including without limitation
an alleged material breach of paragraph 6.D, you shall be entitled to notice
and an opportunity to cure as provided in section 9(e) of your 2002 Employment
Agreement.   In the event your employment
is properly terminated for Cause, you will forfeit all remaining compensation
or benefits that would otherwise have been paid or provided under the terms of
this letter agreement other than the compensation or benefits you would have
received or retained upon a termination for Cause in the absence of this letter
agreement.


D.    Nondisparagement.    You will not (i) engage in or make any
negative or disparaging act or statement (written or verbal) relating to 3M or
any of its employees. officers or directors, or any of its products; (ii)
engage in any act or make any statement that will be damaging to 3M’s business
reputation; or (iii) cause or attempt to cause any other person to engage in
any such act or make any such statement (written or verbal).


E.     Nonsolicitation.  Without the consent in writing of 3M, you
will not, for a period of one year from the date you cease to be Senior Vice
President, Legal Affairs, and General Counsel, acting alone or in conjunction
with others, directly or indirectly: (i) hire or solicit any employee of 3M, or
(ii) induce or attempt to induce any employee of 3M or any of its subsidiaries
to terminate employment, provided that the foregoing provisions do not prevent
you or an organization with which you become affiliated from offering employment
to any employee of 3M or its subsidiaries who responds to a general
solicitation not specifically directed at employees of 3M or who initiates a
request to be considered for employment without any prior solicitation or
inducement on your part.



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7.     Your retirement on January 1,
2008 is voluntary on your part and for purposes of your 2002 Employment
Agreement will be considered a termination by you other than for Good Reason.
As a result, you expressly acknowledge and agree that you will not be entitled
to receive any severance pay or severance benefits of any kind whatsoever on
account of your retirement. While your 2002 Employment Agreement has expired,
those of its provisions that by their terms survive the expiration remain in
effect and will continue in effect during the Transition Period and
thereafter.  This includes sections 1, 4,
5, 7, 8, 9 (Section 9 applies only during the Transition Period) and 10 of your
2002 Employment Agreement.  Also, nothing
in this letter agreement is intended to supersede or release you from your
obligations to 3M under the 3M Employee Agreement that you signed when you
joined the Company. This Employee Agreement remains in full force and effect in
accordance with its terms.  In particular,
you acknowledge that you are still bound by the non-competition provisions of
paragraph 3(F) of such Employee Agreement. All of your rights of
indemnification and with respect to director and officer liability insurance
shall also remain in full force and effect.


8.     This letter agreement,
including Exhibit A, contains the entire understanding between you and 3M
relating to the ending of your employment with 3M and it may be modified,
amended or terminated only by a writing signed by you and 3M.  Nothing in this letter agreement, including
3M’s willingness to provide the compensation and benefits described above, is
an admission by 3M that it violated your rights, or any statute or law, and 3M
expressly denies any such violation. 
This letter agreement is made under and shall be governed by and
construed in accordance with the laws of the State of Minnesota without regard
to its or any other forum’s choice of law principles.  The parties agree that any litigation in any
way relating to this letter agreement will be governed by Section 10 of your
2002 Employment Agreement.  You may not
assign your rights and obligations under this letter agreement without the
prior written consent of the Company.  It
is expressively understood and agreed by the parties that this letter agreement
and all of its terms shall be binding upon each party’s representatives, heirs,
executors, administrators, successors and assigns.



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Richard, let me thank you
again for your service to 3M.  I hope the arrangements described in this letter
agreement are consistent with your understanding of our discussions.  If so, please sign in the space provided
below to accept this proposal.


	
  Sincerely,

  
	
   

  
	
   

  
	
  /s/ George W.
  Buckley

  	
   

  
	
   

  
	
  George W.
  Buckley

  
	
  Chairman of the
  Board, President and

  
	
  Chief Executive
  Officer

  
	
   

  
	
   

  
	
   

  
	
  Accepted and
  Agreed:

  
	
   

  
	
   

  
	
  /s/ Richard F.
  Ziegler

  	
   

  
	
   

  
	
  Richard F.
  Ziegler

  
	
   

  
	
   

  
	
  Date: March 14,
  2007

  
			



 



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EXHIBIT A


GENERAL RELEASE OF CLAIMS


[To be signed no later than January 22, 2008]


I, RICHARD F. ZIEGLER,
voluntarily agree to execute this General Release of All Claims (the “Release”).  For purposes of this Release, the term “3M”
includes past, present and future divisions, subsidiaries, joint ventures and
affiliates of 3M Company and their officers, directors, employees, agents,
insurers and legal counsel.


I am signing this Release
in exchange for the benefits provided to me pursuant to the – M arch 14, 2007
letter agreement between 3M and me (the “Letter Agreement”).


I understand that I have
at least 21 days to consider whether to sign this Release.  I understand that I may knowingly and
voluntarily agree to waive the 21-day consideration period by electing to
sign the Release before the 21 days have passed.  I understand, however, that I may not sign
this Release before January 1, 2008.


What I Am Releasing


In consideration for the
payments and benefits provided to me under the Letter Agreement, I fully
release and discharge 3M from liability for any and all claims, complaints, and
liabilities of any kind, known or unknown, based on any action, decision, or
event occurring prior to my signing this Release (each a “Claim”). This
specifically includes without limitation, all Claims relating to the terms and
conditions of my employment with 3M, and the ending of my employment.


My release includes any Claim based upon:


1.             THE AGE DISCRIMINATION IN EMPLOYMENT ACT, 29
U.S.C. §§621, ET SEQ.; and


2.             Federal, state or local employment
discrimination laws, regulations or requirements, including, but not limited to
Title VII of the Civil Rights Act, 42 U.S.C. §§2000e, et seq.; the
Americans with Disabilities Act, 42 U.S.C. §§12101, et seq.; the
Minnesota Human Rights Act, Minn. Stat. Ch. 363; any law, statute, ordinance or
regulation enforceable in any other State relating to employment and/or
employment discrimination; any other statute, ordinance, or regulation; any
contract, quasi-contract or promissory estoppel; any tort, including wrongful
discharge, misrepresentation, fraud, infliction of emotional distress, or
defamation; or any other legal or equitable theory.


Although by signing this Release I am giving up each and every Claim I
might have against 3M in any way relating to my employment, I am not giving up
my right under federal law to file a charge of employment discrimination with
the Equal Employment Opportunity Commission (EEOC) and/or participate in or
cooperate with the EEOC in any EEOC proceeding. 
I also am not giving up any right I may have under a state law to file a
charge of employment discrimination under state law with a state agency concerned
with employment discrimination, such as a state human rights commission, and/or
participate in or cooperate with the state agency in any proceeding relating to
a charge of employment discrimination. 
However, even though I am not giving up the rights described in the two
immediately preceding sentences regarding charges of discrimination, signing
this Release means that I have given up my right to personally collect any
money damages and my right to personally receive any other non-monetary
remedies



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that may result from any
EEOC or other government agency proceeding relating to a charge of employment
discrimination, unless a court holds that my release of all Claims in this
Release is invalid.


What I Am Not Releasing
or Otherwise Giving Up.


I am not releasing any of
my rights under the letter agreement, or to compensation and benefits
(including without limitation retirement benefits) referred to in the letter
agreement, or any rights that I may have to indemnification under my November
19, 2002 employment agreement, the 3M by-laws, or otherwise.  I also am not waiving any rights I have with
regard to events that occur after the date on which I sign this Release or with
regard to claims the law does not permit to be waived or released.


Other Agreements.


This Release binds me and
also binds my heirs, executors, administrators, assigns, agents, partners and
successors in interest, and I confirm that no Claim covered by this Release has
been assigned or given to someone else.


This Release and 3M’s
agreement to provide me the benefits under the Letter Agreement is not an
admission by 3M of any violation of my rights or of any statutory violation,
and 3M expressly denies having violated any of my rights or any law.


I understand and agree
that:  I have read this Release
carefully; I have been given a fair opportunity to discuss the terms of this
Release; I understand its provisions; prior to signing this Release, I was
advised and encouraged to consult an attorney, and I understand I am hereby
being advised and encouraged again to consult an attorney regarding the terms
of this Release; I have determined that it is in my best interest to sign this
Release; I have not based my decision to sign this Release on any statement or
representation by 3M that is not contained in this Release or the Letter
Agreement; and I have entered into this Release knowingly and voluntarily.


I may revoke this Release
within 15 calendar days after signing it, by delivering a written notice of
revocation, either personally or by certified mail, postmarked within the
15-day period, to:  Gregg M. Larson,
Associate General Counsel and Secretary, 3M
Company, P. O. Box 33428, St. Paul, MN 55133-3428.


	
  

  	
  THE ABOVE IS UNDERSTOOD,

  
	
   

  	
  AGREED AND ACCEPTED THIS

  
	
   

  	
        
  DAY OF JANUARY 2008

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RICHARD F. ZIEGLER

  



 



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