Exhibit 10.1


 


3M VIP Excess Plan


 


ARTICLE 1


 


Purpose


 


The purpose of this Plan
is to attract and incent eligible highly compensated employees to remain with
3M by offering them the opportunity to earn additional retirement benefits by
deferring the receipt of a portion of their compensation on a tax-favored
basis, with the belief that such opportunity will permit these employees to
increase their long-term financial security. 
The Plan does this by supplementing the before-tax deferral provisions
of the 3M Voluntary Investment Plan and Employee Stock Ownership Plan (VIP),
which are limited by the requirements of the Internal Revenue Code.


 


ARTICLE 2


 


Definitions


 


For the purposes of this
Plan, the following words and phrases shall have the meanings indicated, unless
the context clearly indicates otherwise:


 


2.1                                 ACCOUNT. 
“Account” or “Accounts” means the record of the amounts credited to a
Participant under the Plan pursuant to Article 6.


 


2.2                                 BENEFICIARY.  “Beneficiary” means the person, persons or
entity designated by the Participant, or as provided in Article 8, to
receive any unpaid balance in such Participant’s Accounts following his or her
death.


 


2.3                                 CODE. 
“Code” means the Internal Revenue Code of 1986, as amended.


 


2.4                                 COMMITTEE.  “Committee” means the Compensation Committee
of the Board of Directors of 3M.


 


2.5                                 COMPANY. 
“Company” means 3M Company (“3M”), its U.S. affiliates and subsidiaries
and any successor to the business thereof.


 

















 


2.6                                 EFFECTIVE DATE.  “Effective Date” means January 1, 2009,
the effective date of this Plan.


 


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) earned by the
Participant during such Plan Year that either (i) exceeds the Indexed
Compensation Limit for such Plan Year, or (ii) becomes payable to such
Participant after such Participant’s elective deferrals under the VIP during
such Plan Year 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). 
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.


 


2.8                                 EMPLOYEE. 
“Employee” means any person employed by the Company as an active regular
common-law employee who is recognized as such on 3M’s human resources/payroll
systems; including such persons who are United States citizens but on
assignment outside of this country and resident aliens employed in the United
States; but excluding any person covered by a collective bargaining agreement
to which the Company is a party.


 


2.9                                 INDEXED COMPENSATION LIMIT.  “Indexed Compensation Limit” means the annual
amount of compensation that may be recognized by a qualified retirement plan
under section 401(a)(17) of the Code (as adjusted annually for increases in the
cost of living).


 


2.10                           PARTICIPANT.  “Participant” means any Employee who has
elected to make contributions to this Plan after satisfying the eligibility
requirements of Section 4.1.


 


2.11                           PLAN. 
“Plan” means the plan described in this document, as it may be amended
from time to time.  The official name of
the Plan shall be the 3M VIP Excess Plan.


 


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


 

















 


2.13                           PLAN YEAR.  “Plan Year” means the 12-month period from January 1
through December 31 in respect of which a Participant may contribute to
the Plan.  The first Plan Year shall
begin on January 1, 2009.


 


2.14                           PORTFOLIO III VIP.  “Portfolio III VIP” means the provisions of
the 3M Voluntary Investment Plan and Employee Stock Ownership Plan applicable
to those eligible employees who were hired or rehired by the Company after December 31,
2008.


 


2.15                           RETIRE or RETIREMENT.  “Retire” or “Retirement” means an Employee’s
Separation from Service with the Company after attaining age 55 with at least
five years of employment service or after attaining age 65.


 


2.16                           SEPARATION FROM SERVICE.  “Separation from Service” means a “separation
from service” as defined in Treas. Reg. Section 1.409A-1(h)(1) or
such other regulation or guidance issued under section 409A of the Code.  Whether a Separation from Service has
occurred depends on whether the facts and circumstances indicate that 3M and
the Participant reasonably anticipated that no further services would be
performed after a certain date or that the level of bona fide services the
Participant would perform after such date (whether as an employee or
independent contractor) would permanently decrease to no more than twenty
percent (20%) of the average level of bona fide services performed (whether as
an employee or an independent contractor) over the immediately preceding
thirty-six (36) month period).  A
Separation from Service shall not be deemed to occur while the Participant is
on military leave, sick leave or other bona fide leave of absence if the period
does not exceed six (6) months or, if longer, so long as the Participant
retains a right to reemployment with 3M or an affiliate under an applicable
statute or by contract.  For this
purpose, a leave is bona fide only if, and so long as, there is a reasonable
expectation that the Participant will return to perform services for 3M or an
affiliate.  Notwithstanding the
foregoing, a 29 month period of absence will be substituted for such 6 month
period if the leave is due to any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of no less than 6 months and that causes the
Participant to be unable to perform the duties of his or her position of
employment.


 


2.17                           SPECIFIED EMPLOYEE.  “Specified Employee” means a “specified employee” as defined in Treas. Reg.
section 1.409-1(i) or such other regulation or guidance issued under
section 409A of the Code.


 


2.18                           3M. 
“3M” means 3M Company, a Delaware corporation.


 


2.19                           UNFORESEEABLE FINANCIAL EMERGENCY.  “Unforeseeable Financial Emergency” means an “unforeseeable
emergency” (as defined in Treas. Reg. section 1.409A-3(i)(3) or such other
regulation or guidance issued under section 409A of the Code.


 

















 


2.20                           VALUATION DATE.  “Valuation Date” shall have the same meaning
as that term is defined for purposes of the VIP.


 


2.21                           VIP. 
“VIP” means the 3M Voluntary Investment Plan and Employee Stock
Ownership Plan, as it may be amended from time to time.


 


ARTICLE 3


 


Effective Date


 


The provisions of the
Plan shall take effect on January 1, 2009. 
This Plan shall continue in operation and effect until 3M terminates it
in accordance with the provisions of Section 10.2.


 


ARTICLE 4


 


Eligibility and Participation


 


4.1                                 ELIGIBILITY.  An Employee shall be eligible to participate
in the Plan by making contributions for a Plan Year if as of the November 1st
immediately preceding such Plan Year:


 


(a)                                  such Employee is employed by the Company;


 


(b)                                 such Employee is eligible to make
contributions under the VIP; and


 


(c)                                  such Employee had estimated annual
planned total cash compensation (base pay plus variable pay, including annual
incentive, sales commissions and management objective) that exceeds the Indexed
Compensation Limit in effect for the calendar year including such November 1st.


 


The eligibility of
Employees to participate in this Plan by making contributions shall be
determined each Plan Year, and no Employee shall have any right to make
contributions in any Plan Year by virtue of having an Account as a result of
making contributions in any prior Plan Year.


 

















 


4.2                                 ELECTION TO CONTRIBUTE.  In order to make contributions under the Plan
for any Plan Year, an Employee who meets the eligibility requirements of Section 4.1
must enroll via the Plan’s Internet site. 
To be effective, an Employee’s enrollment must elect the amount of his
or her contributions, authorize the reduction of his or her Eligible
Compensation as needed to make such contributions, select the time and form of
payment of such contributions and the earnings thereon, specify the investment
fund or funds in which such contributions are to be treated as being invested,
and provide such other pertinent information as the Plan Administrator may
require.  The time period during which
enrollments will be accepted each Plan Year will be established by the Plan
Administrator, but in no event will any enrollment be accepted after the
beginning of the Plan Year to which such enrollment relates.


 


4.3                                 DURATION OF CONTRIBUTION ELECTION.  Each eligible Employee’s election to make
contributions to the Plan made in accordance with the requirements of Section 4.2
shall expire as of the end of the Plan Year to which it relates, although it
shall apply to any Eligible Compensation paid after the end of such Plan Year
if such Eligible Compensation was earned during such Plan Year.  Participants may not change or revoke their
contribution elections for a Plan Year after the enrollment period for the Plan
Year has ended.


 


4.4                                 DURATION OF PARTICIPATION.  A Participant’s participation in the Plan
shall continue until all amounts credited to his or her Accounts have been
distributed, or until the Participant’s death, if earlier.


 


ARTICLE 5


 


Contributions


 


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; provided, however, that 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.  The percentage the
Participant elects to contribute (defer) shall be deducted from each payment of
such Participant’s Eligible Compensation earned during such Plan Year, whether
paid during or following such Plan Year.


 


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 from such payment equal to
the following percentage 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 (“Eligible Matching
Contributions”):


 


(a)                                  Sixty percent of such Eligible Matching
Contributions if the Participant participates under the Portfolio I provisions
of the 3M Employee Retirement Income Plan;


 


(b)                                 Seventy-five percent of such Eligible
Matching Contributions if the Participant participates under the Portfolio II
provisions of the 3M Employee Retirement Income Plan; or


 


(c)                                  One hundred percent of such Eligible
Matching Contributions if the Participant is covered by the Portfolio III VIP.


 


5.3                                 COMPANY NONELECTIVE CONTRIBUTIONS.  Only for those Employees covered by the
Portfolio III VIP, the Company shall make additional contributions to the Plan
on behalf of each Employee eligible to participate in this Plan for a Plan Year
equal to three percent of such Employee’s Eligible Compensation earned during
such Plan Year.  These additional Company
contributions shall be made to the Plan as soon as administratively feasible
following each payroll payment during or following the Plan Year corresponding
to the payroll period during which such Eligible Compensation was earned.


 


ARTICLE 6


 


Accounts


 


6.1                                 CREATION OF ACCOUNTS.  The Plan shall establish a separate Account
or Accounts for each Participant who elects to make contributions
hereunder.  A separate Account shall be
maintained for each Participant for each Plan Year that such Participant makes
contributions to the Plan.  The amount of
a Participant’s contributions hereunder shall be credited to such Participant’s
Account at the same time as or as soon as reasonably possible following the
dates on which the Company paid the Eligible Compensation from which such
contributions were deferred.  Company
matching and nonelective 


 

















 


contributions shall be credited to separate Accounts
of those Participants eligible to receive such contributions pursuant to
Sections 5.2 and 5.3 at the same time as or as soon as reasonably possible
following the dates on which the Company makes such contributions to the Plan.


 


6.2                                 EARNINGS ON ACCOUNTS.  Each Participant’s Accounts shall be credited
with investment earnings or losses based on the performance of the investment
funds selected by such Participant.  The
investment funds available to the Participants in this Plan shall be the same
as the investment funds available to the participants in the VIP, excluding the
3M Stock Fund and the VIP’s brokerage window, but shall also include a fund
based on the return of the Growth Factor as defined for purposes of the 3M
Deferred Compensation Plan.  Participants
may allocate the amounts credited to their Accounts among such investment funds
in whole percentages of from one percent to one hundred percent.  The deemed investment earnings or losses on
such VIP funds for purposes of this Plan shall equal the actual rate of return
on such funds in the VIP net of any fees or expenses chargeable thereto,
including but not limited to management fees, trustee fees, recordkeeping fees
and other administrative expenses.  In
the event that a Participant fails to select the investment fund or funds in
which his or her Accounts are deemed to be invested, such Participant will be deemed
to have allocated the entire amount credited to his or her Accounts to the
LifePath Portfolio fund with the target retirement year closest to the year in
which such Participant will attain age 65.


 


6.3                                 CHANGES IN INVESTMENT FUND
ALLOCATIONS.  Participants may change the
investment funds among which their Account balances or future contributions are
allocated at any time, subject to such rules as may be established by the
Plan Administrator.  Allocation changes
may only be made using the Plan’s Internet site or by speaking with a
representative of the Plan’s recordkeeper.


 


6.4                                 VALUATION OF ACCOUNTS.  The Accounts of all Participants shall be
revalued as of each Valuation Date following the Effective Date of this
Plan.  As of each Valuation Date, the value
of a Participant’s Account shall consist of the balance of such Account as of
the immediately preceding Valuation Date, increased by the amount of any
contributions made and credited thereto since the immediately preceding
Valuation Date, increased or decreased (as the case may be) by the amount of
deemed investment earnings or losses credited to the investment funds selected
by the Participant since the immediately preceding Valuation Date, and
decreased by the amount of any distributions made from such Account since the
immediately preceding Valuation Date.


 


6.5                                 VESTING OF ACCOUNTS.  A Participant shall always be 100% vested in
the value of his or her Accounts attributable to the Participant’s own
contributions (including any earnings thereon). 
A Participant shall vest in the value of his or her Accounts
attributable to the contributions made by the Company pursuant to Sections 5.2
and 5.3 (including any earnings thereon) in accordance with the following
schedule:


 
















 




	
  Completed
  Years of

  Employment Service

  	
   

  	
  Extent of

  Vested Interest

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less
  than 1 year

  	
   

  	
  0

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  1
  year but less than 2 years

  	
   

  	
  40

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2
  years but less than 3 years

  	
   

  	
  70

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  3
  years or more

  	
   

  	
  100

  	
  %

  






 


6.6                                 STATEMENT OF ACCOUNT.  As soon as administratively feasible
following the end of each Plan Year, the Plan shall deliver to each Participant
a statement  of his or her Accounts in
the Plan.


 


ARTICLE 7


 


Distribution of Accounts


 


7.1                                 GENERAL RULES.  Except as provided in Sections 7.5, 10.2 and
12.1, no distribution of a Participant’s Accounts hereunder shall be made prior
to such Participant’s death, retirement or Separation from Service with the
Company.  All distributions of a
Participant’s Accounts shall be made in cash. 
When the Plan makes a distribution of less than the entire balance of a
Participant’s Account, the distribution shall be charged pro rata against each
of the investment funds to which the Account is then allocated.


 


7.2                                 DISTRIBUTION FOLLOWING SEPARATION FROM
SERVICE.  If a Participant incurs a
Separation from Service with the Company for any reason other than death or
Retirement, the entire vested balance of such Participant’s Accounts shall be
paid to the Participant in a single lump sum distribution in the month of July in
the Plan Year following the Plan Year in which such Participant’s Separation
from Service occurred (or in the month of January in the Plan Year
following the Plan Year in which such Participant’s Separation from Service
occurred if such Separation from Service occurred prior to July 1 of such
Plan Year).  Any unvested balance in such
Participant’s Accounts shall be forfeited at the same time that the Plan pays
the vested balance of such Participant’s Accounts to the Participant or, if no
portion of the Participant’s Accounts is vested, immediately following the
Participant’s Separation from Service.


 


7.3                                 DISTRIBUTION FOLLOWING RETIREMENT.  If a Participant Retires from employment with
the Company, the vested balance of such Participant’s Account shall be 


 

















 


paid commencing at the time and in one of the
following methods of payment selected by such Participant at the time such
Participant elected to make contributions to the Plan for such Plan Year
pursuant to Section 4.2 (for this purpose, the election made by a Participant
with respect to the distribution of amounts contributed by such Participant for
a Plan Year shall be deemed to apply to the amounts contributed to the Plan by
the Company on behalf of such Participant for such Plan Year):


 


(a)                                  A single lump sum distribution; or


 


(b)                                 Ten or fewer annual installments, with
the amount of each installment payment being determined by multiplying the
balance in the Participant’s Account on the payment date by a fraction having a
numerator of one and a denominator equal to the remaining number of scheduled
installment payments.


 


All
lump sum and installment payments shall be made in the month of January or
July in the Plan Year or Years selected by the Participant; provided,
however, that no payments shall be made before the month of July in the
Plan Year following the Plan Year in which such Participant incurs a Separation
from Service with the Company (or in the month of January in the Plan Year
following the Plan Year in which such Participant’s Separation from Service occurred
if such Separation from Service occurred prior to July 1 of such Plan
Year), and provided further that no method of payment and commencement date
selected by a Participant shall require the Plan to make any payment more than
10 years after the end of the Plan Year in which such Participant Retires.  Upon the Retirement of a Participant on whose
behalf the Company made nonelective contributions pursuant to Section 5.3
for one or more Plan Years for which such Participant has not made an effective
election concerning the time and method of payment of the Account(s) attributable
to such nonelective contributions, the vested balance of such Participant’s
Account(s) attributable to such nonelective contributions shall be paid to
the Participant in a single lump sum distribution in the month of July in
the Plan Year following the Plan Year in which such Participant’s Separation
from Service occurred (or in the month of January in the Plan Year
following the Plan Year in which such Participant’s Separation from Service
occurred if such Separation from Service occurred prior to July 1 of such
Plan Year). Any unvested balance in such Participant’s Accounts shall be
forfeited at the same time that the Plan commences the payment of the vested
balance of such 


 

















 


Participant’s
Accounts to the Participant or, if no portion of the Participant’s Accounts is
vested, immediately following the Participant’s Separation from Service.


 


7.4                                 DISTRIBUTION FOLLOWING DEATH.  If a Participant dies before distribution of
one or more of his or her Accounts has begun, the entire balance of such
Accounts (including any unvested balance in such Accounts) shall be paid to the
Participant’s Beneficiary in a single lump sum distribution in the month of July in
the Plan Year following the Plan Year in which such Participant died (or in the
month of January in the Plan Year following the Plan Year in which the
Participant died if the Participant died before July 1 of such Plan
Year).  If a Participant dies after
distribution of one or more of his or her Accounts has begun, the remaining
balance of such Accounts (if any) shall be paid to the Participant’s
Beneficiary in accordance with the method of payment chosen by the Participant.


 


7.5                                 UNFORESEEABLE FINANCIAL EMERGENCY
DISTRIBUTION.  Upon finding that a
Participant has suffered an Unforeseeable Financial Emergency, the Committee
may, in its sole discretion, permit the Participant to withdraw an amount from
his or her Account sufficient to alleviate the emergency.


 


7.6                                 WITHHOLDING; PAYROLL TAXES.  To the extent required by the laws in effect
at the time any payment is made, the Plan shall withhold from any payment made
hereunder any taxes required to be withheld for federal, state or local
government purposes.


 


ARTICLE 8


 


Designation of Beneficiaries


 


8.1                                 BENEFICIARY DESIGNATION.  Each Participant shall have the right at any
time to designate any person, persons, or entity, as Beneficiary or
Beneficiaries to whom payment of the Participant’s Account shall be made in the
event of the Participant’s death.  Any
designation made under the Plan may be revoked or changed by a new designation
made prior to the Participant’s death. 
Any such designation or revocation must be made in accordance with the rules established
by the Plan Administrator, and will not be effective until received by the
Plan.


 


8.2                                 BENEFICIARY PREDECEASES PARTICIPANT.  If a Participant designates more than one
Beneficiary to receive such Participant’s Account and any Beneficiary shall
predecease the Participant, the Plan shall distribute the deceased Beneficiary’s
share to the surviving Beneficiaries proportionately, as the portion designated
by the Participant for each bears to the total portion designated for all
surviving Beneficiaries.


 

















 


8.3                                 ABSENCE OF EFFECTIVE DESIGNATION.  If a Participant makes no designation or
revokes a designation previously made without making a new designation, or if
all persons designated shall predecease the Participant, the Plan shall
distribute the balance of the deceased Participant’s Account in the manner
determined in accordance with the Participant’s designation in effect under the
VIP.  In the event such Participant has
no effective designation under the VIP, the Plan shall distribute the balance
of the deceased Participant’s Account to the first of the following survivors:


 


(a)           The Participant’s spouse;


 


(b)                                 Equally to the Participant’s children;


 


(c)                                  Equally to the Participant’s parents;


 


(d)                                 Equally to the Participant’s brothers and
sisters; or


 


(e)                                  The Participant’s estate executors or administrators.


 


8.4                                 DEATH OF BENEFICIARY.  If a Beneficiary to whom payments hereunder
are to be made pursuant to the foregoing provisions of this Article 8
survives the Participant but dies prior to complete distribution to the
Beneficiary of the Beneficiary’s share:


 


(a)                                  unless the Participant has otherwise
specified in his or her designation, the Plan shall distribute the
undistributed portion of such Beneficiary’s share to such person or persons,
including such Beneficiary’s estate, as such Beneficiary shall have designated
in a designation made with the Plan prior to such Beneficiary’s death (which
designation shall be subject to change or revocation by such Beneficiary at any
time); or


 


(b)                                 if the Participant’s designation
specifies that such Beneficiary does not have the power to designate a
successor Beneficiary or if such Beneficiary is granted such power but fails to
designate a successor Beneficiary prior to such Beneficiary’s death, the Plan
shall distribute the undistributed portion of such Beneficiary’s share to such
Beneficiary’s estate.


 


8.5                                 BENEFICIARY DISCLAIMER.  Notwithstanding the foregoing provisions of
this Article 8, in the event a Beneficiary, to whom payments hereunder
would otherwise be made, disclaims all or any portion of that Beneficiary’s
interest in such payments, such disclaimed portion of such Beneficiary’s
interest in such payments shall pass to the person or persons specified by the
Participant to take such disclaimed interest. 
In the event the Participant did not specify a person or persons to take
disclaimed interests, such 


 

















 


disclaimed portion of such Beneficiary’s interest in
such payments shall pass to the person or persons who would be entitled thereto
pursuant to the Participant’s designation or the designation made with respect
to the VIP referenced above, whichever is applicable pursuant to the foregoing
provisions of this Article 8, if such Beneficiary had died immediately
preceding the death of the Participant.


 


ARTICLE 9


 


Unfunded Plan


 


9.01                           NO TRUST. 
This Plan is intended to be an “unfunded” plan of deferred compensation
for the Participants.  As such, the
benefits payable under this Plan will be paid solely from the general assets of
the Company.  The Company does not intend
to create any trust in connection with this Plan.  The Company shall not have any obligation to
set aside funds or make investments in the investment funds referred to in Article 6.  The Company’s obligations under this Plan
shall be merely that of an unfunded and unsecured promise to pay money in the
future.


 


9.02                           UNSECURED GENERAL CREDITOR.  No Participant or Beneficiary shall have any
right to receive any benefit payments from this Plan except as provided in
Articles 7 and 8.  Until such payments
are received, the rights of each Participant and Beneficiary under this Plan
shall be no greater than the rights of a general unsecured creditor of the
Company.


 


ARTICLE 10


 


Amendment and Termination of the Plan


 


10.1                           RIGHT TO AMEND.  3M may at any time amend or modify the Plan
in whole or in part; provided, however, that no amendment or modification shall
adversely affect the rights of any Participant or Beneficiary acquired under
the terms of the Plan as in effect prior to such action.  The consent of any Participant, Beneficiary,
employer or other person shall not be a requisite to such amendment or
modification of the Plan.


 

















 


10.2                           TERMINATION.  While it expects to continue this Plan
indefinitely, 3M reserves the right to terminate the Plan at any time and for
any reason.  Upon the termination of the
Plan and to the extent permitted by section 409A of the Code, all elections to
contribute to the Plan shall be revoked and the Plan shall immediately
distribute in cash to the respective Participants and Beneficiaries the entire
remaining balances of the Accounts.


 


ARTICLE 11


 


General Provisions


 


11.1                           NONASSIGNABILITY.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate or convey in advance of
actual receipt the amounts, if any, payable hereunder.  All payments and the rights to all payments
are expressly declared to be nonassignable and nontransferable.  No part of the amounts payable hereunder
shall, prior to actual payment, be subject to seizure or sequestration for the
payment of any debts, judgments or decrees, or transferred by operation of law
in the event of a Participant’s or any Beneficiary’s bankruptcy or
insolvency.  No part of any Participant’s
Account may be assigned or paid to such Participant’s spouse in the event of
divorce pursuant to a domestic relations order.


 


11.2                           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 in the
employment 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.


 


11.3                           TERMS. 
Wherever any words are used herein in the singular or in the plural,
they shall be construed as though they were used in the plural or in the
singular, as the case may be, in all cases where they would so apply.


 


11.4                           CAPTIONS. 
The captions of the articles and sections of this Plan are for
convenience only and shall not control or affect the meaning or construction of
any of its provisions.


 


11.5                           GOVERNING LAW.  The provisions of this Plan shall be
construed and interpreted according to the laws of the State of Minnesota.


 


11.6                           VALIDITY. 
In case any provision of this Plan shall be ruled or declared invalid
for any reason, said illegality or invalidity shall not affect the remaining
parts hereof, but this 


 

















 


Plan shall be construed and enforced as if such
illegal or invalid provision had never been inserted herein.


 


11.7                           CLAIMS PROCEDURE.  Any Participant or Beneficiary who disagrees
with any decision regarding his or her benefits under this Plan shall submit a
written request for review to the Plan Administrator.  The Plan Administrator shall respond in
writing to such a request within 60 days of his or her receipt of the
request.  The Plan Administrator may,
however, extend the reply period for an additional 60 days for reasonable
cause.  The Plan Administrator’s response
shall be written in a manner calculated to be understood by the Participant or
Beneficiary, and shall set forth:


 


(a)           the specific reason or reasons for
any denial of benefits;


 


(b)           specific references to the provision
or provisions of this Plan on which the denial is based;


 


(c)           a description of any additional information
or material necessary for the Participant or Beneficiary to improve his or her
claim, and an explanation of which such information or material is necessary;
and


 


(d)           an explanation of the Plan’s claims
review procedure and other appropriate information as to the steps to be taken
if the Participant or Beneficiary wishes to appeal the Plan Administrator’s
decision.


 


                If the Participant or Beneficiary disagrees with the
decision of the Plan Administrator, he or she shall file a written appeal with
the Committee within 120 days after receiving the Plan Administrator’s
response. The Committee shall respond in writing to such an appeal within 90
days of its receipt of the appeal.  The
Committee may, however, extend the reply period for an additional 90 days for
reasonable cause.  The Committee’s
response shall be written in a manner calculated to be understood by the
Participant or Beneficiary, and shall both set forth the specific reasons for
its decision and refer to the specific provision or provisions of the Plan on
which its decision is based.


 


11.8                           SUCCESSORS.  The provisions of this Plan shall bind and
inure to the benefit of the Company and its successors and assigns.  The term successors as used herein shall
include any corporation or other business entity which shall, whether by
merger, consolidation, purchase or otherwise, acquire substantially all of the
business and assets of the Company, and successors of any such corporation or
other business entity.


 


11.9                           INCOMPETENT.  In the event that it shall be found upon
evidence satisfactory to the Plan Administrator that any Participant or
Beneficiary to whom a benefit is payable under this Plan is unable to care for
his or her own affairs because of illness or accident, any 


 

















 


payment due (unless prior claim therefore shall have
been made by a duly authorized guardian or other legal representative) may be
paid, upon appropriate indemnification of the Plan, to the spouse or other
person deemed by the Plan Administrator to have accepted responsibility for
such Participant or Beneficiary.  Any
such payment made pursuant to this Section 11.10 shall be in complete
discharge of any liability therefore under this Plan.


 


11.10                     INDEMNIFICATION. 
To the extent permitted by law, the Company shall indemnify the Plan
Administrator and the members of the Committee against any and all claims,
losses, damages, expenses and liability arising from their responsibilities or
the performance of their duties in connection with the Plan which is not
covered by insurance paid for by the Company, unless the same is determined to
be due to gross negligence or intentional misconduct.


 


ARTICLE 12


 


Change in Control


 


12.1                           TERMINATION UPON CHANGE IN CONTROL.  This Plan shall terminate and the Plan shall
immediately distribute in cash to the respective Participants the amounts
credited to all Accounts upon the occurrence of a Change in Control of 3M.


 


12.2                           DEFINITION OF CHANGE IN CONTROL.  For purposes of this Article 12, a
Change in Control of 3M shall be deemed to have occurred if there is a “change
in the ownership of 3M”, “change in effective control of 3M”, and/or a “change
in the ownership of a substantial portion of 3M’s assets” as defined in Treas.
Reg. section 1.409A-3(i)(5) or such other regulation or guidance issued
under section 409A of the Code.


 


12.3                           GROSS UP FOR EXCISE TAX.  In the event that the payments made pursuant
to this Article 12 are finally determined to be subject to the excise tax
imposed by section 4999 of the Code, the Company shall pay to each Participant
an additional amount such that the net amount retained by such Participant,
after allowing for the amount of such excise tax and any additional federal,
state and local income taxes paid on the additional amount, shall be equal to
the Account balance distributed to such Participant pursuant to this Article 12.  Payment of this additional amount shall be
made as soon as administratively feasible, but no later than two and one-half
months following the end of the Participant’s taxable year in which the Participant
remits the related taxes.  If a
Participant is a Specified Employee and such gross-up payment is made on
account of the Participant’s Separation from Service, payment shall not be made
prior to the first day of the seventh month following the Participant’s
Separation from Service.


 

















 


REIMBURSEMENT OF FEES AND
EXPENSES.  The Company shall pay to each
Participant the amount of all reasonable legal and accounting fees and expenses
incurred by such Participant in seeking to obtain or enforce his or her rights
under this Article 12 or in connection with any income tax audit or
proceeding to the extent attributable to the application of section 4999 of the
Code to the payments made pursuant to this Article 12, unless a lawsuit
commenced by the Participant for such purposes is dismissed by the court as
being spurious or frivolous.  The Company
shall also pay to each Participant the amount of all reasonable tax and
financial planning fees and expenses incurred by such Participant in connection
with such Participant’s receipt of payments pursuant to this Article 12.  Payment of these legal and accounting fees,
as well as these tax and financial planning fees and expenses, shall be made as
soon as administratively feasible, but no later than two and one-half months
following the end of the Participant’s taxable year in which the Participant
incurs these fees and expenses.  If a
Participant is a Specified Employee and such payment is made on account of the
Participant’s Separation from Service, payment shall not be made prior to the
first day of the seventh month following the Participant’s Separation from
Service.