EXHIBIT 4.2


                    [FORM OF FLOATING RATE MEDIUM-TERM NOTE]
                               (FACE OF SECURITY)

         [IF A GLOBAL SECURITY, INSERT - THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.]

         [IF DTC IS THE DEPOSITARY, INSERT -- UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO MINNESOTA MINING AND MANUFACTURING COMPANY, OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

         [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER.]


















<PAGE>


CUSIP NO. _______


                                   3M COMPANY
                           MEDIUM-TERM NOTES, SERIES D
                                 (Floating Rate)

         The following terms apply to this Security, as and to the extent shown
below:

PRINCIPAL AMOUNT:                           REPAYMENT DATE(S):

STATED MATURITY DATE:                       REDEMPTION OR REPAYMENT PRICE(S):

SPECIFIED CURRENCY:  U.S. dollars for all   BASE RATE:
payments unless otherwise specified below:  o  Commercial Paper Rate:
o  payments of principal and any premium:   o  Prime Rate:
o  payments of interest:                    o  LIBOR:
o  Exchange Rate Agent:                        - Moneyline Telerate LIBOR Page:
     Citibank, N.A.                            - Reuters Screen LIBOR Page
                                               - Index Currency:
                                            o  EURIBOR:
ORIGINAL ISSUE DATE*:                       o  Treasury Rate:
                                            o  CMT Rate:
                                               - Moneyline Telerate Page 7051:
ORIGINAL ISSUE DISCOUNT SECURITY:              - Moneyline Telerate Page 7052
o  Total Amount of OID:                            (weekly/monthly):
o  Yield to Maturity:                          - CMT Index Maturity:
o  Initial Accrual Period OID:              o  CD Rate:
                                            o  Federal Funds Rate:
                                            o  Eleventh District Cost of Funds
                                                   Rate:

REDEMPTION COMMENCEMENT DATE:               INDEX MATURITY:







------------------------------
* This date shall be the issue date of this Security, unless there is a
Predecessor Security, in which case this date shall be the issue date of the
first Predecessor Security.


                                       2
<PAGE>



SPREAD:                                     INTEREST PAYMENT DATE(S): unless
                                            otherwise specified, the third
                                            Wednesday of the following:
SPREAD MULTIPLIER:

INITIAL BASE RATE:                          o  each of the 12 calendar months
                                               in each year
INTEREST RESET PERIOD:                      o  each March, June, September and
                                               December in each year
o  if semi-annual, reset will occur in      o  each of the following two
   each of the following two months in         calendar months in each year:
   each year:
o  if annual, reset will occur in the       subject to the second paragraph
   following month in each year:            under "Payments Due on a Business
o  otherwise, reset will occur daily,       Day" below
   weekly, monthly or quarterly in each
   year as follows:

                                            INTEREST CALCULATION DATE(S): as
                                            provided in Section 3(n) on the
                                            reverse of this Security (unless
                                            otherwise specified)

                                            CALCULATION AGENT: Citibank, N.A.

INTEREST RESET DATE(S): as provided in      DEFEASANCE:
Section 3(a) on the reverse of this         o  Full Defeasance:
security (unless otherwise specified)       o  Covenant Defeasance:

INTEREST DETERMINATION DATE(S): as          MAXIMUM RATE:
provided in Sections 3(b) through 3(j),
as applicable, on the reverse of this
Security (unless otherwise specified)
                                            MINIMUM RATE:

                                            OTHER TERMS:

         Terms left blank or marked "N/A", "No", "None" or in a similar manner
do not apply to this Security except as otherwise may be specified.

         Whenever used in this Security, the terms specified above that apply to
this Security have the meanings specified above, unless the context requires
otherwise. Other terms used in this Security that are not defined herein but
that are defined in the Indenture referred to in Section 1 on the reverse of
this Security are used herein as defined therein.




                                       3
<PAGE>

         3M Company, a corporation duly organized and existing under the laws of
the State of Delaware (hereinafter called the "Company", which term includes any
successor Person under the Indenture), for value received, hereby promises to
pay to Cede & Co., or registered assigns, as principal the Principal Amount on
the Stated Maturity Date and to pay interest thereon, from the Original Issue
Date or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, on the Interest Payment Date(s) in each year,
commencing on the first such date that is at least 15 calendar days after the
Original Issue Date, and at the Maturity of the principal hereof, at a rate per
annum determined in accordance with the applicable provisions of Section 3 on
the reverse hereof, until the principal hereof is paid or made available for
payment. Any premium and any such installment of interest that is overdue at any
time shall also bear interest (to the extent that the payment of such interest
shall be legally enforceable), at the rate per annum at which the principal then
bears interest, from the date any such overdue amount first becomes due until it
is paid or made available for payment. Notwithstanding the foregoing, interest
on any principal, premium or installment of interest that is overdue shall be
payable on demand.

         The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the 15th calendar day (whether or not a
Business Day, as such term is defined in Section 3(n) on the reverse hereof)
next preceding such Interest Payment Date (a "Regular Record Date"). Any
interest so payable, but not punctually paid or duly provided for, on any
Interest Payment Date will forthwith cease to be payable to the Holder on such
Regular Record Date and such Defaulted Interest either may be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Security not less than 10 days prior to such Special
Record Date, or may be paid in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Security may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.

     CURRENCY OF PAYMENT

         Payment of principal of (and premium, if any) and interest on this
Security will be made in the Specified Currency for such payment, except as
provided in this and the next three paragraphs. The Specified Currency for any
payment shall be the currency specified as such on the face of this Security
unless, at the time of such payment, such currency is not legal tender for the
payment of public and private debts in the country issuing such currency on the
Original Issue Date, in which case the Specified Currency for such payment shall
be such coin or currency as at the time of such payment is legal tender for the
payment of public and private debts in such country, except as provided in the
next sentence. If the euro is specified on the face of this Security as the
Specified Currency for any payment, the Specified Currency for such payment
shall be such coin or currency as at the time of payment is legal tender for the
payment of public and private debts in all EMU Countries (as defined in Section
3(n) on the reverse hereof), provided that, if on any day there are not at least
two EMU Countries, or if on any day there are at least two EMU Countries but no
coin or currency is legal tender for the payment of

                                       4
<PAGE>

public and private debts in all EMU Countries, then the Specified Currency for
such payment shall be deemed not to be available to the Company on such day.

         Except as provided in the next paragraph, any payment to be made on
this Security in a Specified Currency other than U.S. dollars will be made in
U.S. dollars if the Person entitled to receive such payment transmits a written
request for such payment to be made in U.S. dollars to the Trustee at its
Corporate Trust Office, on or before the tenth day before the payment is to be
made. Such written request may be mailed, hand delivered, telecopied or
delivered in any other manner approved by the Trustee. Any such request made
with respect to any payment on this Security payable to a particular Holder will
remain in effect for all later payments on this Security payable to such Holder,
unless such request is revoked on or before the tenth day before a payment is to
be made, in which case such revocation shall be effective for such and all later
payments. In the case of any payment of interest payable on an Interest Payment
Date, such written request must be made by the Person who is the registered
Holder of this Security on the relevant Regular Record Date.

         The U.S. dollar amount of any payment made pursuant to the preceding
paragraph will be determined by the Exchange Rate Agent based upon the highest
bid quotation received by the Exchange Rate Agent as of 11:00 A.M., New York
City time, on the second Business Day preceding the applicable payment date,
from three (or, if three are not available, then two) recognized foreign
exchange dealers selected by the Exchange Rate Agent in The City of New York, in
each case for the purchase by the quoting dealer, for U.S. dollars and for
settlement on such payment date of an amount of the Specified Currency for such
payment equal to the aggregate amount of such Specified Currency payable on such
payment date to all Holders of Securities of this or any other series who elect
to receive U.S. dollar payments on such payment date, and at which the
applicable dealer commits to execute a contract. If the Exchange Rate Agent
determines that two such bid quotations are not available on such second
Business Day, such payment will be made in the Specified Currency for such
payment. All currency exchange costs associated with any payment in U.S. dollars
on this Security will be borne by the Holder entitled to receive such payment,
by deduction from such payment.

         Notwithstanding the foregoing, if any amount payable on this Security
is payable on any day (including at Maturity) in a Specified Currency other than
U.S. dollars, and if such Specified Currency is not available to the Company on
the two Business Days before such day, due to the imposition of exchange
controls, disruption in a currency market or any other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligation
to pay such amount in such Specified Currency by making such payment in U.S.
dollars. The amount of such payment in U.S. dollars shall be determined by the
Exchange Rate Agent on the basis of the noon buying rate for cable transfers in
The City of New York for such Specified Currency (the "Exchange Rate") as of the
latest day before the day on which such payment is to be made. Any payment made
under such circumstances in U.S. dollars where the required payment is in other
than U.S. dollars will not constitute an Event of Default under the Indenture or
this Security.

                                       5
<PAGE>

     MANNER OF PAYMENT - U.S. DOLLARS

         Except as provided in the next paragraph, payment of any amount payable
on this Security in U.S. dollars will be made at the office or agency of the
Company maintained for that purpose in The City of New York (or at any other
office or agency maintained by the Company for that purpose), against surrender
of this Security in the case of any payment due at the Maturity of the principal
hereof (other than any payment of interest that first becomes due on an Interest
Payment Date); provided, however, that, at the option of the Company and subject
to the next paragraph, payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

         Payment of any amount payable on this Security in U.S. dollars will be
made by wire transfer of immediately available funds to an account maintained by
the payee with a bank located in The City of New York, if (i) the principal of
this Security is at least $1,000,000 and (ii) the Holder entitled to receive
such payment transmits a written request for such payment to be made in such
manner to the Paying Agent at its Corporate Trust Office, Attention: Citibank
Agency & Trust Services, on or before the tenth day before the day on which such
payment is to be made; provided that, in the case of any such payment due at the
Maturity of the principal hereof (other than any payment of interest that first
becomes due on an Interest Payment Date), this Security must be surrendered at
the office or agency of the Company maintained for that purpose in The City of
New York (or at any other office or agency maintained by the Company for that
purpose) in time for the Paying Agent to make such payment in such funds in
accordance with its normal procedures. Any such request made with respect to any
payment on this Security payable to a particular Holder will remain in effect
for all later payments on this Security payable to such Holder, unless such
request is revoked on or before the tenth day before a payment is to be made, in
which case such revocation shall be effective for such and all later payments.
In the case of any payment of interest payable on an Interest Payment Date, such
written request must be made by the Person who is the registered Holder of this
Security on the relevant Regular Record Date. The Company will pay any
administrative costs imposed by banks in connection with making payments by wire
transfer with respect to this Security, but any tax, assessment or other
governmental charge imposed upon any payment will be borne by the Holder of this
Security and may be deducted from the payment by the Company or the Paying
Agent.

     MANNER OF PAYMENT - OTHER SPECIFIED CURRENCIES

         Payment of any amount payable on this Security in a Specified Currency
other than U.S. dollars will be made by wire transfer of immediately available
funds to such account as is maintained in such Specified Currency at a bank or
other financial institution acceptable to the Company and the Trustee and as
shall have been designated at least ten days prior to the applicable payment
date by the Person entitled to receive such payment; provided that, in the case
of any such payment due at the Maturity of the principal hereof (other than any
payment of interest that first becomes due on an Interest Payment Date), this
Security must be surrendered at the office or agency of the Company maintained
for that purpose in The City of New York (or at any other office or agency
maintained by the Company for that purpose) in time for the Paying Agent to make
such payment in such funds in accordance with its normal procedures. Such
account designation shall be made by transmitting the appropriate information to
the Paying Agent at its Corporate Trust Office, Attention: Citibank Agency &
Trust Services, by mail, hand


                                       6
<PAGE>

delivery, telecopier or in any other manner approved by the Trustee. Unless
revoked, any such account designation made with respect to this Security by the
Holder hereof will remain in effect with respect to any further payments with
respect to this Security payable to such Holder. If a payment in a Specified
Currency other than U.S. dollars with respect to this Security cannot be made by
wire transfer because the required account designation has not been received by
the Paying Agent on or before the requisite date or for any other reason, the
Company will cause a notice to be given to the Holder of this Security at its
registered address requesting an account designation pursuant to which such wire
transfer can be made and such payment will be made within five Business Days
after the Paying Agent's receipt of such a designation meeting the requirements
specified above, with the same force and effect as if made on the due date. The
Company will pay any administrative costs imposed by banks in connection with
making payments by wire transfer with respect to this Security, but any tax,
assessment or other governmental charge imposed upon any payment will be borne
by the Holder of this Security and may be deducted from the payment by the
Company or the Paying Agent.

     MANNER OF PAYMENT - GLOBAL SECURITIES

         Notwithstanding any provision of this security or the Indenture, if
this Security is a Global Security, the Company may make any and all payments of
principal, premium and interest on this Security pursuant to the applicable
policies of the Depositary for this Security as permitted in the Indenture.

     PAYMENTS DUE ON A BUSINESS DAY

         Unless otherwise specified on the face of this Security, the following
sentence shall apply to this Security. Notwithstanding any provision of this
Security or the Indenture, if any amount of principal, premium or interest would
otherwise be due on this Security at Maturity on a day (the "Specified Day")
that is not a Business Day, such amount may be paid or made available for
payment on the next succeeding Business Day with the same force and effect as if
such amount were paid on the Specified Day. The provisions of this paragraph
shall apply to this Security in lieu of the provisions of Section 113 of the
Indenture.

         Unless otherwise specified on the face of this Security, the following
sentence shall apply to each Interest Payment Date other than one that falls on
the date of Maturity of the principal hereof. If any such Interest Payment Date
would otherwise be a day that is not a Business Day, such Interest Payment Date
shall be deferred to the next succeeding Business Day, provided that, if the
Base Rate is LIBOR or EURIBOR and the next succeeding Business Day would fall in
the next calendar month, then such Interest Payment Date will be advanced to the
next preceding Business Day.

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.





                                       7
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                            3M COMPANY


                                            By
                                               ---------------------------------
                                               Name:
                                               Title:


                                            By
                                               ---------------------------------
                                               Name:
                                               Title:

         This is one of the Securities of the series designated herein and
referred to in the Indenture.

Dated:

                                            CITIBANK, N.A., as Trustee


                                            By
                                               ---------------------------------
                                               Authorized Signatory






















                                       8
<PAGE>

                              (Reverse of Security)

                  1.       SECURITIES AND INDENTURE

                  This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities") issued and to be issued in one
or more series under an Indenture, dated as of November 17, 2000 (herein called
the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and Citibank, N.A., as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

                  2.       SERIES AND DENOMINATIONS

                  This Security is one of the series designated on the face
hereof, limited to an aggregate principal amount not to exceed $1,500,000,000
(or the equivalent thereof in any other currency or currencies or currency
units), which amount may be increased at the option of the Company if in the
future it determines that it may wish to sell additional Securities of this
series. References herein to "this series" mean the series of securities
designated on the face hereof.

                  The Securities of this series are issuable only in registered
form without coupons in "Authorized Denominations", which term shall have the
following meaning. For each Security of this series having a principal amount
payable in U.S. dollars, the Authorized Denominations shall be $1,000 and
integral multiples thereof. For each Security of this series having a principal
amount payable in a Specified Currency other than U.S. dollars, the Authorized
Denominations shall be the amount of such Specified Currency equivalent, at the
Exchange Rate on the first Business Day next preceding the date on which the
Company accepts the offer to purchase such Security, to $1,000 and any integral
multiple thereof.

                  3.       INTEREST RATE

                  (a) INTEREST RATE RESET. The interest rate on this Security
will be reset from time to time, as provided in this Section 3, and each date
upon which such rate is reset as so provided is hereinafter called an "Interest
Reset Date". Unless otherwise specified on the face hereof, the Interest Reset
Dates with respect to this Security will be as follows:

                  (i) if the Interest Reset Period is daily, each Business Day;

                  (ii) if the Interest Reset Period is weekly and the Base Rate
         is not the Treasury Rate, the Wednesday of each week;

                  (iii) if the Interest Reset Period is weekly and the Base Rate
         is the Treasury Rate, except as otherwise provided in the definition of
         "Treasury Interest Determination Date" in Section 3(n) below, the
         Tuesday of each week;



                                       9
<PAGE>

                  (iv) if the Interest Reset Period is monthly, the third
         Wednesday of each month;

                  (v) if the Interest Reset Period is quarterly, the third
         Wednesday of each March, June, September and December;

                  (vi) if the Interest Reset Period is semi-annual, the third
         Wednesday of each of two months in each year specified under "Interest
         Reset Period" on the face hereof; and

                  (vii) if the Interest Reset Period is annual, the third
         Wednesday of the month in each year specified under "Interest Reset
         Period" on the face hereof;

provided, however, that (x) the Base Rate in effect from the Original Issue Date
to but excluding the first Interest Reset Date will be the Initial Base Rate and
(y) if the Interest Reset Period is daily or weekly, the Base Rate in effect for
each day following the second Business Day immediately prior to an Interest
Payment Date to but excluding such Interest Payment Date, and for each day
following the second Business Day immediately prior to the day of Maturity of
the principal hereof to but excluding such day of Maturity, will be the Base
Rate in effect on such applicable second Business Day; and provided, further,
that, if any Interest Reset Date would otherwise be a day that is not a Business
Day, such Interest Reset Date shall be the next succeeding day that is a
Business Day, except that, unless otherwise specified on the face hereof, if the
Base Rate is LIBOR or EURIBOR and such next succeeding Business Day falls in the
next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day.

                  Subject to applicable provisions of law and except as
otherwise specified herein, on each Interest Reset Date the interest rate on
this Security shall be the rate determined in accordance with such of the
following Sections 3(b) through 3(j) as provide for determination of the Base
Rate for this Security. The Calculation Agent shall determine the interest rate
of this Security in accordance with the applicable Section below.

                  Unless the Base Rate is LIBOR or EURIBOR, the Calculation
Agent will determine the interest rate of this Security that takes effect on any
Interest Reset Date on a day no later than the Calculation Date (as defined in
Section 3(n) below) corresponding to such Interest Reset Date. However, the
Calculation Agent need not wait until the Calculation Date to determine such
interest rate if the rate information it needs to make such determination in the
manner specified in the applicable provisions of Sections 3(b) through 3(j)
hereof is available from the relevant sources specified in such applicable
provisions.

                  Upon request of the Holder to the Calculation Agent, the
Calculation Agent will provide the interest rate then in effect on this Security
and, if determined, the interest rate that will become effective on the next
Interest Reset Date.

                  (b) DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate
is the Commercial Paper Rate, the Base Rate that takes effect on any Interest
Reset Date shall equal the Money Market Yield (as defined in Section 3(n) below)
of the rate, for the second Business Day immediately preceding such Interest
Reset Date (the "Commercial Paper Interest Determination Date"), for commercial
paper having the Index Maturity, as published in H.15(519) (as defined

                                       10
<PAGE>

in Section 3(n) below) under the heading "Commercial paper -- Nonfinancial". If
the Commercial Paper Rate cannot be determined as described above, the following
procedures will apply in determining the Commercial Paper Rate:

                  (i) If the rate described above does not appear in H.15(519)
         at 3:00 P.M., New York City time, on the Calculation Date (as defined
         in Section 3(n) below) corresponding to such Commercial Paper Interest
         Determination Date (unless the calculation is made earlier and the rate
         is available from that source at that time), then the Commercial Paper
         Rate will be the rate, for such Commercial Paper Interest Determination
         Date, for commercial paper having the Index Maturity, as published in
         H.15 Daily Update (as defined in Section 3(n) below) or any other
         recognized electronic source used for displaying that rate, under the
         heading "Commercial Paper -- Nonfinancial".

                  (ii) If the rate described in clause (i) above does not appear
         in H.15(519), H.15 Daily Update or another recognized electronic source
         at 3:00 P.M., New York City time, on such Calculation Date (unless the
         calculation is made earlier and the rate is available from one of those
         sources at that time), the Commercial Paper Rate will be the Money
         Market Yield of the arithmetic mean of the following offered rates for
         U.S. dollar commercial paper that has the Index Maturity and is placed
         for an industrial issuer whose bond rating is "AA", or the equivalent,
         from a nationally recognized rating agency: the rates offered as of
         11:00 A.M., New York City time, on such Commercial Paper Interest
         Determination Date by three leading U.S. dollar commercial paper
         dealers in New York City selected by the Calculation Agent.

                  (iii) If fewer than three dealers selected by the Calculation
         Agent are quoting as described in clause (ii) above, the Commercial
         Paper Rate shall be the Commercial Paper Rate in effect on such
         Commercial Paper Interest Determination Date (or, in the case of the
         first Interest Reset Date, the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(b)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any.

                  (c) DETERMINATION OF PRIME RATE. If the Base Rate is the Prime
Rate, the Base Rate that takes effect on any Interest Reset Date shall equal the
rate, for the second Business Day immediately preceding such Interest Reset Date
(the "Prime Interest Determination Date"), published in H.15(519) under the
heading "Bank prime loan". If the Prime Rate cannot be determined as described
above, the following procedures will apply in determining the Prime Rate:

                  (i) If the rate described above does not appear in H.15(519)
         at 3:00 P.M., New York City time, on the Calculation Date corresponding
         to such Prime Interest Determination Date (unless the calculation is
         made earlier and the rate is available from one of those sources at
         that time), then the Prime Rate will be the rate, for such Prime
         Interest Determination Date, as published in H.15 Daily Update or
         another recognized

                                       11
<PAGE>

         electronic source used for the purpose of displaying that rate, under
         the heading "Bank prime loan".

                  (ii) If the rate described in clause (i) above does not appear
         in H.15(519), H.15 Daily Update or another recognized electronic source
         at 3:00 P.M., New York City time, on such Calculation Date (unless the
         calculation is made earlier and the rate is available from one of those
         sources at that time), then the Prime Rate will be the arithmetic mean
         of the following rates as they appear on the Reuters screen US PRIME 1
         page (as defined in Section 3(n) below): the rate of interest publicly
         announced by each bank appearing on that page as that bank's prime rate
         or base lending rate, as of 11:00 A.M., New York City time, on such
         Prime Interest Determination Date.

                  (iii) If fewer than four of the rates referred to in clause
         above appear on the Reuters screen US PRIME 1 page, the Prime Rate will
         be the arithmetic mean of the Prime Rates or base lending rates, as of
         the close of business on such Prime Interest Determination Date, of
         three major banks in New York City selected by the Calculation Agent.
         For this purpose, the Calculation Agent will use rates quoted on the
         basis of the actual number of days in the year divided by a 360-day
         year.

                  (iv) If fewer than three banks selected by the Calculation
         Agent are quoting as described in clause (iii) above, the Prime Rate
         shall be the Prime Rate in effect on such Prime Interest Determination
         Date (or, in the case of the first Interest Reset Date, the Initial
         Base Rate).

                  The Base Rate determined in accordance with this Section 3(c)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any.

                  (d) DETERMINATION OF LIBOR. If the Base Rate is LIBOR, the
Base Rate that takes effect on any Interest Reset Date shall be LIBOR on the
corresponding LIBOR Interest Determination Date (as defined in Section 3(n)
below) and shall be determined in accordance with the following provisions:

                  LIBOR will be either of the following rates, whichever appears
on the face hereof:

                           (x) the offered rate appearing on the Moneyline
                  Telerate LIBOR Page (as defined in Section 3(n) below); or

                           (y) the arithmetic mean of the offered rates
                  appearing on the Reuters screen LIBOR page (as defined in
                  Section 3(n) below) unless that page by its terms cites only
                  one rate, in which case that rate; in either case, as of 11:00
                  A.M., London time, on such LIBOR Interest Determination Date
                  for deposits of the Index Currency having the Index Maturity
                  beginning on such Interest Reset Date. If no reference page is
                  specified on the face hereof, Moneyline Telerate LIBOR Page
                  will apply to this Security.

                                       12
<PAGE>

                  (i) If Moneyline Telerate LIBOR Page is specified on the face
         hereof and the rate referenced in clause (x) above does not appear on
         that page, or if Reuters screen LIBOR page is specified on the face
         hereof and fewer than two of the rates referenced in clause (y) above
         appear on that page or no rate appears on any page on which only one
         rate normally appears, then LIBOR will be determined on the basis of
         the rates, at approximately 11:00 A.M., London time, on such LIBOR
         Interest Determination Date, at which deposits of the following kind
         are offered to prime banks in the London interbank market by four major
         banks in that market selected by the Calculation Agent: deposits of the
         Index Currency having the Index Maturity beginning on such Interest
         Reset Date and in a Representative Amount (as defined in Section 3(n)
         below). The Calculation Agent will request the principal London office
         of each such bank to provide a quotation of its rate. If at least two
         quotations are provided, LIBOR for such LIBOR Interest Determination
         Date will be the arithmetic mean of the quotations.

                  (ii) If fewer than two quotations are provided as described in
         clause (i) above, LIBOR for such LIBOR Interest Determination Date will
         be the arithmetic mean of the rates for loans of the following kind to
         leading European banks quoted, at approximately 11:00 A.M. in the
         principal financial center for the country issuing the Index Currency,
         on such LIBOR Interest Determination Date, by three major banks in that
         financial center selected by the Calculation Agent: loans of the Index
         Currency having the Index Maturity beginning on such Interest Reset
         Date and in a Representative Amount.

                  (iii) If fewer than three banks selected by the Calculation
         Agent are quoting as described in clause (ii) above, LIBOR will be the
         LIBOR in effect on such LIBOR Interest Determination Date (or, in the
         case of the first Interest Reset Date, the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(d)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any. If the Base Rate is
LIBOR and no currency is specified on the face hereof as the Index Currency, the
Index Currency shall be U.S. dollars.

                  (e) DETERMINATION OF EURIBOR. If the Base Rate is EURIBOR, the
Base Rate that takes effect on any Interest Reset Date shall equal the interest
rate for deposits in euros designated as "EURIBOR" and sponsored jointly by the
European Banking Federation and ACI -- the Financial Market Association (or any
company established by the joint sponsors for purposes of compiling and
publishing that rate) on the second Euro Business Day (as defined in Section
3(n) below) before such Interest Reset Date (a "EURIBOR Interest Determination
Date"), and will be determined in accordance with the following provisions:

                  (i) EURIBOR will be the offered rate for deposits in euros
         having the Index Maturity beginning on such Interest Reset Date, as
         that rate appears on Moneyline Telerate Page 248 (as defined in Section
         3(n) below) as of 11:00 A.M., Brussels time, on such EURIBOR Interest
         Determination Date.

                  (ii) If the rate described in clause (i) above does not appear
         on Moneyline Telerate Page 248, EURIBOR will be determined on the basis
         of the rates, at

                                       13
<PAGE>

         approximately 11:00 A.M., Brussels time, on such EURIBOR Interest
         Determination Date, at which deposits of the following kind are offered
         to prime banks in the Euro-Zone (as defined in Section 3(n) below)
         interbank market by the principal Euro-Zone office of each of four
         major banks in that market selected by the Calculation Agent: euro
         deposits having the Index Maturity beginning on such Interest Reset
         Date and in a Representative Amount. The Calculation Agent will request
         the principal Euro-Zone office of each of these banks to provide a
         quotation of its rate. If at least two quotations are provided, EURIBOR
         for such EURIBOR Interest Determination Date will be the arithmetic
         mean of such quotations.

                  (iii) If fewer than two quotations are provided as described
         in clause (ii) above, EURIBOR for such EURIBOR Interest Determination
         Date will be the arithmetic mean of the rates for loans of the
         following kind to leading Euro-Zone banks quoted, at approximately
         11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date,
         by three major banks in the Euro-Zone selected by the Calculation
         Agent: loans of euros having the Index Maturity beginning on such
         Interest Reset Date and in a Representative Amount.

                  (iv) If fewer than three banks selected by the Calculation
         Agent are quoting as described in clause (iii) above, EURIBOR shall be
         the EURIBOR in effect on such EURIBOR Interest Determination Date (or,
         in the case of the first Interest Reset Date, the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(e)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any.

                  (f) DETERMINATION OF TREASURY RATE. If the Base Rate is the
Treasury Rate, the Base Rate that takes effect on any Interest Reset Date shall
equal the rate for the auction on the corresponding Treasury Interest
Determination Date (as defined in Section 3(n) below) of direct obligations of
the United States ("Treasury Bills") having the Index Maturity, as that rate
appears on Moneyline Telerate Page 56 or 57 under the heading "Investment Rate".
If the Treasury Rate cannot be determined as described above, the following
procedures will apply in determining the Treasury Rate:

                  (i) If the rate described above does not appear on either
         Moneyline Telerate Page 56 or 57 at 3:00 P.M., New York City time, on
         the Calculation Date corresponding to such Treasury Interest
         Determination Date (unless the calculation is made earlier and the rate
         is available from that source at that time), the Treasury Rate will be
         the Bond Equivalent Yield (as defined in Section 3(n) below) of the
         rate, for such Treasury Interest Determination Date and for Treasury
         Bills having the Index Maturity, as published in H.15 Daily Update, or
         another recognized electronic source used for displaying that rate,
         under the heading "U.S. government securities/Treasury bills/Auction
         high".

                  (ii) If the rate described in clause (i) above does not appear
         in H.15 Daily Update or another recognized electronic source at 3:00
         P.M., New York City time, on such Calculation Date (unless the
         calculation is made earlier and the rate is available


                                       14
<PAGE>

         from one of those sources at that time), the Treasury Rate will be the
         Bond Equivalent Yield of the auction rate, for such Treasury Interest
         Determination Date and for Treasury Bills having the Index Maturity, as
         announced by the U.S. Department of the Treasury.

                  (iii) If the auction rate described in clause (ii) above is
         not so announced by 3:00 P.M., New York City time, on such Calculation
         Date, or if no such auction is held for the relevant week, then the
         Treasury Rate will be the Bond Equivalent Yield of the rate, for such
         Treasury Interest Determination Date and for Treasury Bills having a
         remaining maturity closest to the Index Maturity, as published in
         H.15(519) under the heading "U.S. government securities/Treasury
         bills/secondary market".

                  (iv) If the rate described in clause (iii) above does not
         appear in H.15(519) at 3:00 P.M., New York City time, on such
         Calculation Date (unless the calculation is made earlier and the rate
         is available from one of those sources at that time), then the Treasury
         Rate will be the rate, for such Treasury Interest Determination Date
         and for Treasury Bills having a remaining maturity closest to the Index
         Maturity, as published in H.15 Daily Update, or another recognized
         electronic source used for displaying that rate, under the heading
         "U.S. government securities/Treasury bills /secondary market".

                  (v) If the rate described in clause (iv) above does not appear
         in H.15 Daily Update or another recognized electronic source at 3:00
         P.M., New York City time, on such Calculation Date (unless the
         calculation is made earlier and the rate is available from one of those
         sources at that time), the Treasury Rate will be the Bond Equivalent
         Yield of the arithmetic mean of the following secondary market bid
         rates for the issue of Treasury Bills with a remaining maturity closest
         to the Index Maturity: the rates bid as of approximately 3:30 P.M., New
         York City time, on such Treasury Interest Determination Date, by three
         primary U.S. government securities dealers in New York City selected by
         the Calculation Agent.

                  (vi) If fewer than three dealers selected by the Calculation
         Agent are quoting as described in clause (v) above, the Treasury Rate
         shall be the Treasury Rate in effect on such Treasury Interest
         Determination Date (or, in the case of the first Interest Reset Date,
         the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(f)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any, specified on the
face hereof.

                  (g) DETERMINATION OF CMT RATE. If the Base Rate is the CMT
Rate, the Base Rate that takes effect on any Interest Reset Date shall equal the
CMT Rate on the second Business Day immediately preceding such Interest Reset
Date (the "CMT Interest Determination Date"). "CMT Rate" means the following
rate displayed on the Designated CMT Moneyline Telerate Page (as defined in
Section 3(n) below) under the heading " . . . Treasury Constant Maturities . . .
Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.", under
the column for the Designated CMT Index Maturity (as defined in Section 3(n)
below):

                                       15
<PAGE>

                           (x) if the Designated CMT Moneyline Telerate Page is
                  Moneyline Telerate Page 7051, the rate for such CMT Interest
                  Determination Date; or

                           (y) if the Designated CMT Moneyline Telerate Page is
                  Moneyline Telerate Page 7052, the weekly or monthly average,
                  as specified on the face hereof, for the week that ends
                  immediately before the week in which such CMT Interest
                  Determination Date falls, or for the month that ends
                  immediately before the month in which such CMT Interest
                  Determination Date falls, as applicable.

If the CMT Rate cannot be determined as described above, the following
procedures will apply in determining the CMT Rate:

                  (i) If the applicable rate described above is not displayed on
         the relevant Designated CMT Moneyline Telerate Page at 3:00 P.M., New
         York City time, on the Calculation Date corresponding to such CMT
         Interest Determination Date (unless the calculation is made earlier and
         the rate is available from that source at that time), then the CMT Rate
         will be the applicable Treasury constant maturity rate described above
         -- I.E., for the Designated CMT Index Maturity and for either such CMT
         Interest Determination Date or the weekly or monthly average, as
         applicable -- as published in H.15(519).

                  (ii) If the applicable rate described in clause (i) above does
         not appear in H.15(519) at 3:00 P.M., New York City time, on such
         Calculation Date (unless the calculation is made earlier and the rate
         is available from that source at that time), then the CMT Rate will be
         the Treasury constant maturity rate, or other U.S. Treasury rate, for
         the Designated CMT Index Maturity and with reference to such CMT
         Interest Determination Date, that:

                           (a) is published by the Board of Governors of the
                  Federal Reserve System, or the U.S. Department of the
                  Treasury, and

                           (b) is determined by the Calculation Agent to be
                  comparable to the applicable rate formerly displayed on the
                  Designated CMT Moneyline Telerate Page and published in
                  H.15(519).

                  (iii) If the rate described in clause (ii) above does not
         appear in H.15(519) at 3:00 P.M., New York City time, on such
         Calculation Date (unless the calculation is made earlier and the rate
         is available from that source at that time), then the CMT Rate will be
         the yield to maturity of the arithmetic mean of the following secondary
         market offered rates for the most recently issued Treasury Notes (as
         defined in Section 3(n) below) having an original maturity of
         approximately the Designated CMT Index Maturity, having a remaining
         term to maturity of not less than the Designated CMT Index Maturity
         minus one year and in a Representative Amount: the offered rates, as of
         approximately 3:30 P.M., New York City time, on such CMT Interest
         Determination Date, of three primary U.S. government securities dealers
         in New York City selected by the Calculation Agent. In selecting such
         offered rates, the Calculation Agent will request quotations from five
         such primary dealers and will disregard the highest quotation -- or, if
         there is


                                       16
<PAGE>


         equality, one of the highest -- and the lowest quotation -- or, if
         there is equality, one of the lowest.

                  (iv) If the Calculation Agent is unable to obtain three
         quotations of the kind described in clause (iii) above, the CMT Rate
         will be the yield to maturity of the arithmetic mean of the following
         secondary market offered rates for Treasury Notes having an original
         maturity longer than the Designated CMT Index Maturity, having a
         remaining term to maturity closest to the Designated CMT Index Maturity
         and in a Representative Amount: the offered rates, as of approximately
         3:30 P.M., New York City time, on such CMT Interest Determination Date,
         of three primary U.S. government securities dealers in New York City
         selected by the Calculation Agent. In selecting such offered rates, the
         Calculation Agent will request quotations from five such primary
         dealers and will disregard the highest quotation -- or, if there is
         equality, one of the highest -- and the lowest quotation -- or, if
         there is equality, one of the lowest. If two Treasury Notes with an
         original maturity longer than the CMT Designated Index Maturity have
         remaining terms to maturity that are equally close to the Designated
         CMT Index Maturity, the Calculation Agent will obtain quotations for
         the Treasury Note with the shorter remaining term to maturity.

                  (v) If fewer than five but more than two such primary dealers
         are quoting as described in clause (iv) above, then the CMT Rate for
         such CMT Interest Determination Date will be based on the arithmetic
         mean of the offered rates so obtained, and neither the highest nor the
         lowest of such quotations will be disregarded.

                  (vi) If two or fewer primary dealers selected by the
         Calculation Agent are quoting as described in clause (v) above, the CMT
         Rate shall be the CMT Rate in effect on such CMT Interest Determination
         Date (or, in the case of the first Interest Reset Date, the Initial
         Base Rate).

                  The Base Rate determined in accordance with this Section 3(g)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any.

                  (h) DETERMINATION OF CD RATE. If the Base Rate is the CD Rate,
the Base Rate that takes effect on any Interest Reset Date shall equal the rate,
on the second Business Day immediately preceding such Interest Reset Date (the
"CD Interest Determination Date"), for negotiable U.S. dollar certificates of
deposit having the Index Maturity as published in H.15(519) under the heading
"CDs (secondary market)". If the CD Rate cannot be determined as described
above, the following procedures will apply in determining the CD Rate:

                  (i) If the rate described above does not appear in H.15(519)
         at 3:00 P.M., New York City time, on the Calculation Date corresponding
         to such CD Interest Determination Date (unless the calculation is made
         earlier and the rate is available from that source at that time), then
         the CD Rate shall be the rate described above as published in H.15
         Daily Update, or another recognized electronic source used for
         displaying that rate, under the heading "CDs (secondary market)".



                                       17
<PAGE>

                  (ii) If the rate described in clause (i) above does not appear
         in H.15(519), H.15 Daily Update or another recognized electronic source
         at 3:00 P.M., New York City time, on such Calculation Date (unless the
         calculation is made earlier and the rate is available from one of those
         sources at that time), then CD Rate shall be the arithmetic mean of the
         following secondary market offered rates for negotiable U.S. dollar
         certificates of deposit of major U.S. money center banks having a
         remaining maturity closest to the Index Maturity and in a
         Representative Amount: the rates offered as of 10:00 A.M., New York
         City time, on such CD Interest Determination Date, by three leading
         nonbank dealers in negotiable U.S. dollar certificates of deposit in
         New York City, as selected by the Calculation Agent.

                  (iii) If fewer than three dealers selected by the Calculation
         Agent are quoting as described in clause (ii) above, the CD Rate will
         be the CD Rate in effect on such CD Interest Determination Date (or, in
         the case of the first Base Reset Date, the Initial Base Rate).

                  The Base Rate determined in accordance with this Section 3(h)
will be adjusted by the addition or subtraction of the Spread, if any, or by
multiplying such Base Rate by the Spread Multiplier, if any.

                  (i) DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate is
the Federal Funds Rate, the Base Rate that takes effect on any Interest Reset
Date shall equal the rate, on the second Business Day immediately preceding such
Interest Reset Date (the "Federal Funds Interest Determination Date"), for
Federal Funds as published in H.15(519) under the heading "Federal funds
(effective)", as that rate is displayed on Moneyline Telerate Page 120. If the
Federal Funds Rate cannot be determined as described above, the following
procedures will apply in determining the Federal Funds Rate:

                  (i) If the rate described above is not displayed on Moneyline
         Telerate Page 120 at 3:00 P.M., New York City time, on the Calculation
         Date corresponding to such Federal Funds Interest Determination Date
         (unless the calculation is made earlier and the rate is available from
         that source at that time), then the Federal Funds Rate will be the rate
         described above as published in H.15 Daily Update, or another
         recognized electronic source used for displaying that rate, under the
         heading "Federal funds (effective)".

                  (ii) If the rate described in clause (i) above is not
         displayed on Moneyline Telerate Page 120 and does not appear in H.15
         (519), H.15 Daily Update or another recognized electronic source at
         3:00 P.M., New York City time, on such Calculation Date (unless the
         calculation is made earlier and the rate is available from one of those
         sources at that time), the Federal Funds Rate will be the arithmetic
         mean of the rates for the last transaction in overnight, U.S. dollar
         federal funds arranged, before 9:00 A.M., New York City time, on such
         Federal Funds Interest Determination Date, by three leading brokers of
         U.S. dollar federal funds transactions in New York City selected by the
         Calculation Agent.

                  (iii) If fewer than three brokers selected by the Calculation
         Agent are quoting as described in clause (ii) above, the Federal Funds
         Rate will be the Federal Funds Rate

                                       18
<PAGE>

         in effect on such Federal Funds Interest Determination Date (or, in the
         case of the first Interest Reset Date, the Initial Base Rate).

                  The interest rate determined in accordance with this Section
3(i) will be adjusted by the addition or subtraction of the Spread, if any, or
by multiplying such Base Rate by the Spread Multiplier, if any.

                  (j) DETERMINATION OF 11TH DISTRICT RATE. If the Base Rate is
the Eleventh District Cost of Funds Rate (the "11th District Rate"), the Base
Rate that takes effect on any Interest Reset Date shall equal the 11th District
Rate on the 11th District Interest Determination Date (as defined in Section
3(n) below) corresponding to such Interest Reset Date. The 11th District Rate on
any 11th District Interest Determination Date shall be the rate equal to the
monthly weighted average cost of funds for the calendar month immediately before
the month in which such date falls, as displayed on Moneyline Telerate Page 7058
under the heading "11th District" as of 11:00 A.M., San Francisco time, on such
date. If the 11th District Rate cannot be determined as described above, the
following procedures will apply in determining the 11th District Rate:

                  (i) If the rate described above does not appear on Moneyline
         Telerate Page 7058 on such 11th District Interest Determination Date,
         then the 11th District Rate on such date will be the monthly weighted
         average cost of funds paid by institutions that are members of the
         Eleventh Federal Home Loan Bank District for the calendar month
         immediately preceding the month in which such date falls, as most
         recently announced by the Federal Home Loan Bank of San Francisco as
         such monthly weighted average cost of funds.

                  (ii) If the Federal Home Loan Bank of San Francisco fails to
         announce the cost of funds described in clause (i) above on or before
         such 11th District Interest Determination Date, the 11th District Rate
         that takes effect on such Interest Reset Date will be the 11th District
         Rate in effect on such 11th District Interest Determination Date (or,
         in the case of the first Interest Reset Date, the Initial Base Rate).

                  The interest rate determined in accordance with this Section
3(j) will be adjusted by the addition or subtraction of the Spread, if any, or
by multiplying such Base Rate by the Spread Multiplier, if any.

                  (k) MINIMUM AND MAXIMUM LIMITS. Notwithstanding the foregoing,
the rate at which interest accrues on this Security (i) shall not at any time be
higher than the Maximum Rate, if any, or less than the Minimum Rate, if any,
specified on the face hereof, in each case on an accrual basis, and (ii) shall
not at any time be higher than the maximum rate permitted by New York law, as
the same may be modified by United States law of general application.

                  (l) CALCULATION OF INTEREST. Payments of interest hereon with
respect to any Interest Payment Date or at the Maturity of the principal hereof
will include interest accrued to but excluding such Interest Payment Date or the
date of such Maturity, as the case may be. Accrued interest from the date of
issue or from the last date to which interest has been paid or duly provided for
shall be calculated by the Calculation Agent by multiplying the Principal



                                       19
<PAGE>

Amount by an accrued interest factor. Such accrued interest factor shall be
computed by adding the interest factors calculated for each day from and
including the Original Issue Date or from and including the last date to which
interest has been paid or duly provided for, to but excluding the date for which
accrued interest is being calculated. The interest factor for each such day
shall be expressed as a decimal and computed by dividing the interest rate (also
expressed as a decimal) in effect on such day by 360, if the Base Rate is the
Commercial Paper Rate, Prime Rate, LIBOR, EURIBOR, CD Rate, Federal Funds Rate
or 11th District Rate, or by the actual number of days in the year, if the Base
Rate is the Treasury Rate or CMT Rate.

                  All percentages resulting from any calculation with respect to
this Security will be rounded upward or downward, as appropriate, to the next
higher or lower one hundred-thousandth of a percentage point (e.g., 9.876541%
(or .09876541) being rounded down to 9.87654% (or .0987654) and 9.876545% (or
..09876545) being rounded up to 9.87655% (or .0987655) ). All amounts used in or
resulting from any calculation with respect to this Security will be rounded
upward or downward, as appropriate, to the nearest cent, in the case of U.S.
dollars, or to the nearest corresponding hundredth of a unit, in the case of a
currency other than U.S. dollars, with one-half cent or one-half of a
corresponding hundredth of a unit or more being rounded upward.

                  (m) CALCULATION AGENT AND EXCHANGE RATE AGENT. The Company has
initially appointed the institutions named on the face of this Security as
Calculation Agent and Exchange Rate Agent, respectively, to act as such agents
with respect to this Security, but the Company may, in its sole discretion,
appoint any other institution (including any Affiliate of the Company) to serve
as any such agent from time to time. The Company will give the Trustee prompt
written notice of any change in any such appointment. Insofar as this Security
provides for any such agent to obtain rates, quotes or other data from a bank,
dealer or other institution for use in making any determination hereunder, such
agent may do so from any institution or institutions of the kind contemplated
hereby notwithstanding that any one or more of such institutions are any such
agent, Affiliates of any such agent or Affiliates of the Company.

                  All determinations made by the Calculation Agent or the
Exchange Rate Agent may be made by such agent in its sole discretion and, absent
manifest error, shall be conclusive for all purposes and binding on the Holder
of this Security and the Company. Neither the Calculation Agent nor the Exchange
Rate Agent shall have any liability therefor.

                  (n) DEFINITIONS OF CALCULATION TERMS. As used in this
Security, the following terms have the meanings set forth below:

                  "Bond Equivalent Yield" means a yield expressed as a
percentage and calculated in accordance with the following formula:

                                               D x N
                  Bond Equivalent Yield =  ---------------   x 100,
                                             360 - (DxM)

                  where



                                       20
<PAGE>

                  *   "D" equals the annual rate for Treasury Bills quoted on a
                      bank discount basis and expressed as a decimal;
                  *   "N" equals 365 or 366, as the case may be; and
                  *   "M" equals the actual number of days in the period from
                      and including the relevant Interest Reset Date to but
                      excluding the next succeeding Interest Reset Date.

                  "Business Day" means, for this Security, a day that meets the
requirements set forth in each of clauses (i) through (v) below, in each case to
the extent such requirements apply to this Security as specified below:

                  (i) is a Monday, Tuesday, Wednesday, Thursday or Friday that
         is not a day on which banking institutions in The City of New York
         generally are authorized or obligated by law, regulation or executive
         order to close;

                  (ii) if the Base Rate is LIBOR, is also a London Business Day;

                  (iii) if the Specified Currency for payment of principal of or
         interest on this Security is other than U.S. dollars or euros, is also
         a day on which banking institutions in the principal financial center
         of the country issuing such Specified Currency are not authorized or
         obligated by law, regulation or executive order to close;

                  (iv) if the Base Rate is EURIBOR or if the Specified Currency
         for payment of principal of or interest on this Security is euros, or
         the Base Rate is LIBOR for which the Index Currency is euros, is also a
         Euro Business Day; and

                  (v) solely with respect to any payment or other action to be
         made or taken at any Place of Payment outside The City of New York, is
         a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on
         which banking institutions in such Place of Payment generally are
         authorized or obligated by law, regulation or executive order to close.

Solely when used in the third paragraph under the heading "Currency of Payment"
on the face of this Security, the meaning of the term "Business Day" shall be
determined as if the Base Rate for this Security is neither LIBOR nor EURIBOR.
With respect to any particular location, the close of business on any day on
which business is not being conducted at that location shall be deemed to mean
5:00 P.M., New York City time, on that day.

                  The "Calculation Date" corresponding to any Commercial Paper
Interest Determination Date, Prime Interest Determination Date, LIBOR Interest
Determination Date, EURIBOR Interest Determination Date, Treasury Interest
Determination Date, CMT Interest Determination Date, CD Interest Determination
Date, Federal Funds Interest Determination Date or 11th District Interest
Determination Date, as the case may be, means the earlier of:

                  (i) the tenth calendar day after such interest determination
         date or, if any such day is not a Business Day, the next succeeding
         Business Day; and


                                       21
<PAGE>

                  (ii) the Business Day immediately preceding the Interest
         Payment Date or the date of Maturity of the principal hereof, whichever
         is the day on which the next payment of interest will be due.

The Calculation Date corresponding to any Interest Reset Date means the
Calculation Date corresponding to the relevant interest determination date
immediately preceding such Interest Reset Date.

                  "Designated CMT Index Maturity" means, if the Base Rate is the
CMT Rate, the Index Maturity for this Security and will be the original period
to maturity of a U.S. Treasury security specified on the face hereof, provided
that, if no such original maturity period is so specified, the Designated CMT
Index Maturity will be 2 years.

                  "Designated CMT Moneyline Telerate Page" means, if the Base
Rate is the CMT Rate, the Moneyline Telerate Page specified on the face hereof
that displays Treasury constant maturities as reported in H.15(519), provided
that, if no Moneyline Telerate Page is so specified, then the applicable page
will be Moneyline Telerate Page 7052 and provided, further, that if Moneyline
Telerate Page 7052 applies but it is not specified on the face hereof whether
the weekly or monthly average applies, the weekly average will apply.

                  The "11th District Interest Determination Date" corresponding
to a particular Interest Reset Date will be the last working day, in the first
calendar month immediately preceding such Interest Reset Date, on which the
Federal Home Loan Bank of San Francisco publishes the monthly average cost of
funds paid by member institutions of the Eleventh Federal Home Loan Bank
District for the second calendar month immediately preceding such Interest Reset
Date.

                  "EMU Countries" means, at any time, the countries (if any)
then participating in the European Economic and Monetary Union (or any successor
union) pursuant to the Treaty on European Union of February 1992 (or any
successor treaty), as it may be amended from time to time.

                  "Euro Business Day" means any day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any
successor system, is open for business.

                  "Euro-Zone" means, at any time, the region comprised of the
EMU Countries.

                  "H.15(519)" means the weekly statistical release entitled
"Statistical Release H.15 (519)", or any successor publication, published by the
Board of Governors of the Federal Reserve System.

                  "H.15 Daily Update" means the daily update of H.15 (519)
available through the worldwide web site of the Board of Governors of the
Federal Reserve System, at http://www. federalreserve.gov/releases/h15/update,
or any successor site or publication.

                  The "LIBOR Interest Determination Date" corresponding to any
Interest Reset Date means the second London Business Day preceding such Interest
Reset Date, unless the


                                       22
<PAGE>


Index Currency is pounds sterling, in which case the LIBOR Interest
Determination Date will be the Interest Reset Date.

                  "London Business Day" means any day on which dealings in the
Index Currency are transacted in the London interbank market.

                  "Money Market Yield" means a yield expressed as a percentage
and calculated in accordance with the following formula:

                                             D x 360
                  Money Market Yield  =  ---------------   x 100,
                                           360 - (DxM)

         where

                  *   "D" equals the per annum rate for commercial paper quoted
                      on a bank discount basis and expressed as a decimal; and
                  *   "M" equals the actual number of days in the period from
                      and including the relevant Interest Reset Date to but
                      excluding the next succeeding Interest Reset Date.

                  "Moneyline Telerate LIBOR Page" means Moneyline Telerate Page
3750 or any replacement page or pages on which London interbank rates of major
banks for the Index Currency are displayed.

                  "Moneyline Telerate Page" means the display on Moneyline
Telerate, Inc., or any successor service, on the page or pages specified on the
face hereof, or any replacement page or pages on that service.

                  "Representative Amount" means an amount that, in the
Calculation Agent's judgment, is representative of a single transaction in the
relevant market at the relevant time.

                  "Reuters screen LIBOR page" means the display on the Reuters
Monitor Money Rates Service, or any successor service, on the page designated as
"LIBOR" or any replacement page or pages on which London interbank rates of
major banks for the Index Currency are displayed.

                  "Reuters screen US PRIME 1 page" means the display on the "US
PRIME 1" page on the Reuters Monitor Money Rates Service, or any successor
service, or any replacement page or pages on that service, for the purpose of
displaying prime rates or base lending rates of major U.S. banks.

                  The "Treasury Interest Determination Date" corresponding to
any Interest Reset Date means the day of the week in which such Interest Reset
Date falls on which Treasury bills would normally be auctioned. If, as the
result of a legal holiday, an auction is so held on the Friday in the week
immediately preceding the week in which such Interest Reset Day falls, such
Friday will be the corresponding Treasury Interest Determination Date.


                                       23
<PAGE>

                  "Treasury Notes" means direct, noncallable, fixed rate
obligations of the U.S. government.

                  References in this Security to U.S. dollars shall mean, as of
any time, the coin or currency that is then legal tender for the payment of
public and private debts in the United States of America.

                  References in this Security to the euro shall mean, as of any
time, the coin or currency (if any) that is then legal tender for the payment of
public and private debts in all EMU Countries.

                  References in this Security to a particular currency other
than U.S. dollars and euros shall mean, as of any time, the coin or currency
that is then legal tender for the payment of public and private debts in the
country issuing such currency on the Original Issue Date.

                  References in this Security to a particular heading or
headings on any of Designated CMT Moneyline Telerate Page, H.15(519), H.15 Daily
Update, Reuters screen LIBOR page, Reuters screen US PRIME 1 page, Moneyline
Telerate LIBOR Page or Moneyline Telerate Page include any successor or
replacement heading or headings as determined by the Calculation Agent.

                  4.       REDEMPTION AT THE COMPANY'S OPTION

                  Unless a Redemption Commencement Date is specified on the face
hereof, this Security shall not be redeemable at the option of the Company
before the Stated Maturity Date. If a Redemption Commencement Date is so
specified, and unless otherwise specified on the face hereof, this Security is
subject to redemption upon not less than 30 days' nor more than 60 days' notice
at any time and from time to time on or after the Redemption Commencement Date,
in each case as a whole or in part, at the election of the Company and at the
applicable Redemption Price specified on the face hereof (expressed as a
percentage of the principal amount of this Security to be redeemed), together
with accrued interest to the Redemption Date, but interest installments due on
or prior to such Redemption Date will be payable to the Holder of this Security,
or one or more Predecessor Securities, of record at the close of business on the
relevant Regular Record Date, all as provided in the Indenture.

                  5.       REPAYMENT AT THE HOLDER'S OPTION

                  Except as otherwise may be provided on the face hereof, if one
or more Repayment Dates are specified on the face hereof, this Security will be
repayable in whole or in part in an amount equal to any Authorized Denomination
(provided that the remaining principal amount of any Security surrendered for
partial repayment shall at least equal an Authorized Denomination), on any such
Repayment Date, in each case at the option of the Holder and at the applicable
Repayment Price specified on the face hereof (expressed as a percentage of the
principal amount to be repaid), together with accrued interest to the applicable
Repayment Date (but interest installments due on or prior to such Repayment Date
will be payable to the Holder of this Security, or one or more Predecessor
Securities, of record at the close of business on the relevant Regular Record
Date as provided in the Indenture). If this Security provides for more than one
Repayment Date, and the Holder exercises its option to elect repayment, the
Holder


                                       24
<PAGE>


shall be deemed to have elected repayment on the earliest repayment date after
all conditions to such exercise have been satisfied, and references herein to
the applicable Repayment Date shall mean such earliest Repayment Date.

                  In order for the exercise of such option to be effective and
this Security to be repaid, the Company must receive at the applicable address
of the Paying Agent set forth below (or at such other place or places of which
the Company shall from time to time notify the Holder of this Security), on any
Business Day at least 30 but not more than 45 days prior to the applicable
Repayment Date (or, if either such calendar day is not a Business Day, the next
succeeding Business Day), either (i) this Security, with the form below entitled
"Option to Elect Repayment" duly completed and signed, or (ii) a telegram,
telex, facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc., a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of this Security, (b) the
principal amount of this Security and the amount of this Security to be repaid,
(c) a statement that the option to elect repayment is being exercised thereby
and (d) a guarantee stating that the Company will receive this Security, with
the form below entitled "Option to Elect Repayment" duly completed and signed,
not later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter (provided that this Security and form duly
completed and signed are received by the Company by such fifth Business Day).
Any such election shall be irrevocable. The address to which such deliveries are
to be made is Citibank, N.A., Attention: Citibank Agency and Trust Services, 111
Wall Street, 14th Floor, New York, NY 10005 (or at such other places as the
Company or the Paying Agent shall notify the Holder of this Security). All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Security for repayment will be determined by the Company,
whose determination will be final and binding. Upon any partial repayment, this
Security shall be cancelled and a new Security or Securities for the remaining
principal amount hereof shall be issued in the name of the Holder of this
Security.

                  6.       TRANSFER AND EXCHANGE

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company at the corporate trust office of
the Trustee in the City of New York or at the office of the Paying Agent in New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his or her attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor and terms,
of Authorized Denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

                  As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different Authorized Denomination, as requested by the Holder surrendering
the same.



                                       25
<PAGE>

                  No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

                  Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company nor the Trustee nor any such agent shall be affected by notice to
the contrary.

                  If this Security is a Global Security, this Security shall be
subject to the provisions of the Indenture relating to Global Securities,
including the limitations in Section 305 thereof on transfers and exchanges of
Global Securities. In addition to the provisions of Section 305 of the
Indenture, if at any time an Event of Default has occurred and is continuing
with respect to this Security and such Event of Default has not been cured or
waived pursuant to the provisions of the Indenture, the Company will execute,
and the Trustee, upon receipt of a Company Order for the authentication and
delivery of definitive Securities, will authenticate and deliver, Securities in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Security or Securities in exchange for such Global Security
or Securities.

                  7.       DEFEASANCE.

                  The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture. If so specified on the face
hereof, either or both of such provisions are applicable to this Security, as so
specified.

                  8.       REMEDIES.

                  If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.

                  9.       MODIFICATION AND WAIVER.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding of each series to be affected.


                                       26
<PAGE>

                  Under the Indenture, the Holders of a majority in aggregate
principal amount of the Outstanding Securities of this series or any other
series of Outstanding Securities may, on behalf of all Holders of that series,
waive compliance by the Company with certain restrictive covenants of the
Indenture, and waive any past Event of Default under the Indenture, but in each
case only with respect to that series, except an Event of Default in the payment
of the principal of or any premium or interest on and Securities of that series
or an Event of Default under any provision of the Indenture which itself cannot
be modified or amended without the consent of the holders of each Outstanding
Security of that series. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

                  10.      GOVERNING LAW.

                  THIS SECURITY AND THE INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


























                                       27
<PAGE>


                                                            CUSIP NO. __________
                                                 ORIGINAL ISSUE DATE: __________

                                   3M COMPANY
                           MEDIUM-TERM NOTE, SERIES D

                            OPTION TO ELECT REPAYMENT

               TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE
                   AT THE OPTION OF THE HOLDER AND THE HOLDER
                          ELECTS TO EXERCISE SUCH RIGHT

                  The undersigned hereby irrevocably requests and instructs the
Company to repay the Security referred to in this notice (or the portion thereof
specified below) at the applicable Repayment Price, together with interest to
the Repayment Date, all as provided for in such Security, to the undersigned,
whose name, address and telephone number are as follows:


--------------------------------------------------------------------------------
                     (please print name of the undersigned)


--------------------------------------------------------------------------------
                    (please print address of the undersigned)


--------------------------------------------------------------------------------
               (please print telephone number of the undersigned)

                  If such Security provides for more than one Repayment Date,
the undersigned requests repayment on the earliest Repayment Date after the
requirements for exercising this option have been satisfied, and references in
this notice to the Repayment Date mean such earliest Repayment Date. Terms used
in this notice that are defined in such Security are used herein as defined
therein.

                  For such Security to be repaid the Company must receive at the
applicable address of the Paying Agent set forth below or at such other place or
places of which the Company shall from time to time notify the Holder of such
Security, any Business Day not later than the 30th or earlier than the 45th
calendar day prior to the Repayment Date (or, if either such calendar day is not
a Business Day, the next succeeding Business Day), (i) such Security, with this
"Option to Elect Repayment" form duly completed and signed, or (ii) a telegram,
telex, facsimile transmission or letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc., a commercial
bank or a trust company in the United States of America setting forth (a) the
name, address and telephone number of the Holder of such Security, (b) the
principal amount of such Security and the amount of such Security to be repaid,
(c) a statement that the option to elect repayment is being exercised thereby
and (d) a guarantee stating that such Security to be repaid with the form
entitled "Option to Elect Repayment" on the addendum to the Security duly
completed and signed will be received by the Company not later than five
Business Days after the date of such telegram, telex, facsimile transmission or
letter (provided that such Security and form duly completed and signed are
received by the Company by such fifth Business Day). The address to which such
deliveries are to be made is:



                                       28
<PAGE>

                  Citibank, N.A.
                  Attention: Citibank Agency & Trust Services
                  111 Wall Street
                  14th Floor
                  New York, New York 10005

or at such other place as the Company or the Paying Agent shall notify the
holder of such Security.

                  If less than the entire principal amount of such Security is
to be repaid, specify the portion thereof (which shall equal any Authorized
Denomination) that the Holder elects to have repaid:


                  __________________________

and specify the denomination or denominations (which shall equal any Authorized
Denomination) of the Security or Securities to be issued to the Holder in
respect of the portion of such Security not being repaid (in the absence of any
specification, one Security will be issued in respect of the portion not being
repaid):


                  __________________________




Date: ______________________                ____________________________________
                                            Notice: The signature to this Option
                                            to Elect Repayment must correspond
                                            with the name of the Holder as
                                            written on the face of such Security
                                            in every particular without
                                            alteration or enlargement or any
                                            other change whatsoever.












                                       29
<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this Security, shall be construed as though they were written out in full
according to applicable laws or regulations.


         TEN COM - as tenants in common
         TEN ENT - as tenants by the entireties
         JT TEN - as joint tenants with the right of survivorship and not as
                  tenants in common

         UNIF GIFT MIN ACT  -  ___________ Custodian ___________
                                 (Cust)               (Minor)
                               under Uniform Gifts to Minors Act

                              ------------------------------------
                                           (State)

                              Additional abbreviations may also be
                              used though not in the above list.

                              ------------------------------------

















                                       30
<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ___________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
                   (Please Print or Typewrite Name and Address
                     Including Postal Zip Code of Assignee)

the attached Security and all rights thereunder, and hereby irrevocably
constitutes and appoints ___________________________________________ to transfer
said Security on the books of the Company, with full power of substitution in
the premises.

Dated: _______________________________

Signature Guaranteed


______________________________________    ______________________________________
NOTICE: Signature must be guaranteed.     NOTICE: The signature to this
                                          assignment must correspond with the
                                          name of the Holder as written upon the
                                          face of the attached Security in every
                                          particular, without alteration or
                                          enlargement or any change whatever.


















                                       31