Exhibit
10.1


 


3M NONQUALIFIED PENSION PLAN I


 


(Amended and Restated
Effective January 1, 2009)


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I: INTRODUCTION

  	
  1

  
	
  1.01

  	
  Title

  	
  1

  
	
  1.02

  	
  Purpose

  	
  1

  
	
  1.03

  	
  History

  	
  1

  
	
  1.04

  	
  Effect

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II: DEFINITIONS

  	
  2

  
	
  2.01

  	
  Annuity Starting Date

  	
  2

  
	
  2.02

  	
  Code

  	
  2

  
	
  2.03

  	
  Compensation Committee

  	
  3

  
	
  2.04

  	
  Discharge for Cause

  	
  3

  
	
  2.05

  	
  ERIP

  	
  3

  
	
  2.06

  	
  Former Member

  	
  3

  
	
  2.07

  	
  Member

  	
  3

  
	
  2.08

  	
  Nonqualified Plan I

  	
  3

  
	
  2.09

  	
  Nonqualified Plan I Benefit

  	
  3

  
	
  2.10

  	
  Plan Administrator

  	
  4

  
	
  2.11

  	
  Retirement; Retire

  	
  4

  
	
  2.12

  	
  Separation from Service

  	
  4

  
	
  2.13

  	
  Specified Employee

  	
  5

  
	
  2.14

  	
  Supplemental Plan

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE III: ELIGIBILITY AND PARTICIPATION

  	
  5

  
	
  3.01

  	
  Eligibility

  	
  5

  
	
  3.02

  	
  Participation

  	
  5

  
	
  3.03

  	
  Forfeiture

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV: AMOUNT AND DISTRIBUTION OF BENEFITS

  	
  6

  
	
  4.01

  	
  Additional Monthly Benefit

  	
  6

  
	
  4.02

  	
  Time of Payment

  	
  6

  
	
  4.03

  	
  Form of Payment

  	
  8

  
	
  4.04

  	
  Pre-Commencement Death.

  	
  10

  
	
  4.05

  	
  Beneficiary

  	
  11

  
	
  4.06

  	
  Incapacity

  	
  11

  



 

















 


	
  ARTICLE V: UNFUNDED PLAN

  	
  12

  
	
  5.01

  	
  No Trust

  	
  12

  
	
  5.02

  	
  No Contributions by Members

  	
  12

  
	
  5.03

  	
  Unsecured Creditor Status

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI: PLAN ADMINISTRATION

  	
  12

  
	
  6.01

  	
  Powers and Duties of the Plan Administrator

  	
  12

  
	
  6.02

  	
  Records

  	
  13

  
	
  6.03

  	
  Advisers

  	
  13

  
	
  6.04

  	
  Payment of Expenses

  	
  13

  
	
  6.05

  	
  Indemnity of the Plan Administrator

  	
  13

  
	
  6.06

  	
  Service of Process

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII: AMENDMENT AND TERMINATION

  	
  14

  
	
  7.01

  	
  Right to Amend

  	
  14

  
	
  7.02

  	
  Termination

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII: MISCELLANEOUS

  	
  14

  
	
  8.01

  	
  No Contract of Employment

  	
  14

  
	
  8.02

  	
  No Assignment

  	
  15

  
	
  8.03

  	
  Governing Law

  	
  15

  
	
  8.04

  	
  Separable Provisions

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX: CHANGE IN CONTROL

  	
  16

  
	
  9.01

  	
  Distribution Following Change in Control

  	
  16

  
	
  9.02

  	
  Definition of Change in Control

  	
  16

  
	
  9.03

  	
  Determination of Present Value

  	
  16

  
	
  9.04

  	
  Tax Equalization

  	
  16

  
	
  9.05

  	
  Fees and Expenses

  	
  17

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  I

  	
  SI-1

  



 

















 


3M NONQUALIFIED PENSION PLAN I


 


ARTICLE I:  INTRODUCTION


 


1.01              Title


 


This plan shall be known as
the 3M Nonqualified Pension Plan I (hereinafter the “Nonqualified
Plan I”).


 


1.02              Purpose


 


The purpose of this
Nonqualified Plan I is to provide retirement benefits to participants and
their beneficiaries in the 3M Employee Retirement Income Plan (hereinafter “ERIP”)
which such ERIP is unable to provide solely because of the limitations imposed
by section 415 of the Code.  This
Nonqualified Plan I is intended to supplement the ERIP originally adopted
by 3M in 1931 and as amended from time to time thereafter.


 


1.03              History


 


3M originally adopted a
nonqualified pension plan on November 7, 1978.  This original plan was named the Supplemental
Pension Plan of Minnesota Mining and Manufacturing Company (hereinafter the “Supplemental
Plan”).  The Supplemental Plan was
amended from time to time after its adoption. 
Effective January 1, 1993, the Supplemental Plan was amended and
restated as two separate plans:  the “Nonqualified
Pension Plan I of Minnesota Mining and Manufacturing Company” and “Nonqualified
Pension Plan II of Minnesota Mining and Manufacturing Company”.  The provisions of the restatements superseded
all prior versions of the Supplemental Plan. 
Such restatements have been amended from time to time since their
adoption.  Nonqualified Plan I
provides supplemental benefits that are strictly in excess of section 415
of the Code.  Nonqualified Plan II
provided certain additional supplemental retirement benefits, but effective January 1,
2009, such plan has been amended to provide supplemental retirement benefits
that are strictly in excess of limitations under section 401(a)(17) and
402(g) of the Code.


 


1.04              Effect


 


Effective January 1,
2009, this Nonqualified Plan I is hereby again amended and restated.  The provisions of this restatement 


 

















 


supersede all prior versions
of the Plan.  The purpose of this
restatement is to bring the Plan into compliance with section 409A of the
Code by “de-linking” the payment provisions under this Plan from the payment
provisions under the ERIP.  From October 3,
2004 (the date section 409A was added to the Code) through December 31,
2008, the Plan continued to operate with “linked” payment provisions in
accordance with special transition rules issued by the IRS and the U.S.
Department of Treasury in connection with the implementation of
section 409A of the Code.  For
avoidance of doubt, this restatement is intended to apply both to deferred
compensation subject to section 409A of the Code (i.e., deferred
compensation credited under the Plan which related all or in part to services
performed on or after January 1, 2005), as well as deferred compensation
credited under the Plan which relates entirely to services performed on or
before December 31, 2004 that is eligible to be “grandfathered” from
application of section 409A of the Code. 
However, the benefits payable to Members and Former Members (and their
Beneficiaries) who commenced payment of their Nonqualified Plan I Benefit
prior to January 1, 2009 will be determined in accordance with the
provisions of the Plan in effect at the time of their benefit commencement and
will not be adjusted or recomputed to reflect this or any subsequent amendment
or restatement of this Nonqualified Plan I.


 


ARTICLE II:  DEFINITIONS


 


Except where specifically
defined in this Nonqualified Plan I, the words and phrases which appear in
this document shall have the meanings set forth in the ERIP plan document.  Except for definitions and other substantive
provisions of this Nonqualified Plan I, the terms and conditions of the
ERIP shall govern the construction and administration of this Nonqualified
Plan I.


 


2.01              Annuity Starting Date


 


“Annuity Starting Date” means the benefit starting
date as determined under Section 4.02.


 


2.02              Code


 


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


 


2

















 


2.03              Compensation Committee


 


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


 


2.04              Discharge for Cause


 


“Discharge for Cause” or “Discharged
for Cause” means the termination of an employee’s employment for reasons of
dishonesty, embezzlement, conviction of a crime or a misdemeanor involving
moral turpitude, willful misconduct, or personal misconduct which is
detrimental to 3M and its business, as determined in the sole discretion of the
Compensation Committee.


 


2.05              ERIP


 


“ERIP” means the 3M Employee
Retirement Income Plan.


 


2.06              Former Member


 


“Former Member” means a
former employee who is receiving benefit payments under the provisions of this
Nonqualified Plan I, or a former employee whose employment with 3M has
terminated for any reason other than Discharge for Cause and who is entitled to
a vested Nonqualified Plan I Benefit under the provisions of this
Nonqualified Plan I.


 


2.07              Member


 


“Member” means an employee
who is a participant in the ERIP and who is accruing an additional Nonqualified
Plan I Benefit under the provisions of this Nonqualified Plan I.


 


2.08              Nonqualified Plan I


 


“Nonqualified Plan I”
means the 3M Nonqualified Pension Plan I.


 


2.09              Nonqualified Plan I
Benefit


 


“Nonqualified Plan I
Benefit” means the benefit payable under this Plan described in Section 4.01.


 


3

















 


2.10              Plan Administrator


 


“Plan
Administrator” means the 3M Vice President, Global Compensation and Benefits or
his or her successor.


 


2.11              Retirement; Retire


 


“Retirement” means a
Separation from Service after the Member has both attained age fifty five (55)
and completed five (5) years of “Credited Service” (as defined under the
ERIP), or a Separation from Service after the Member has attained age sixty
five(65).


 


2.12              Separation from Service


 


“Separation from Service”
means a severance of a Member’s employment relationship with 3M and all
affiliates for any reason other than the Member’s death or Discharge for Cause.


 


Whether a Separation from
Service has occurred is determined under section 409A of the Code and
Treasury reg. section 1.409A-1(h) (i.e., whether
the facts and circumstances indicate that the employer and the employee
reasonably anticipated that no further services would be performed after a
certain date or that the level of bona fide services the employee would perform
after such date (whether as an employee or independent contractor) would
permanently decrease to no more than 20% of the average level of bona fide
services performed (whether as an employee or an independent contractor) over
the immediately preceding 36 month period (or the full period of services to
the employer if the employee has been providing services to the employer less
than 36 months)).


 


Separation from Service
shall not be deemed to occur while the employee is on military leave, sick
leave or other bona fide leave of absence if the period does not exceed six (6) months
or, if longer, so long as the employee retains a right to reemployment with 3M
or an affiliate under an applicable statute or by contract.  For this purpose, a leave is bona fide only
if, and so long as, there is a reasonable expectation that the employee will
return to perform services for 3M or an affiliate.  Notwithstanding the foregoing, a 29 month
period of absence will be substituted for such 6 month period if the leave is
due to any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of no less than 6 months and that causes the 


 


4

















 


employee to be unable to
perform the duties of his or her position of employment.


 


2.13              Specified Employee


 


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


 


2.14              Supplemental Plan


 


“Supplemental
Plan” means the Supplemental Pension Plan of Minnesota Mining and Manufacturing
Company, the predecessor to this Nonqualified Plan I.


 


ARTICLE III: 
ELIGIBILITY AND PARTICIPATION


 


3.01              Eligibility


 


Any employee of 3M or an
affiliate who is a participant in the ERIP shall be eligible to become a Member
in this Nonqualified Plan I if and only if the Retirement Income which
would otherwise have been earned by or payable to such employee under the
provisions of the ERIP is being limited by the application of the limitations
on benefits under section 415 of the Code (as reflected in Section 3.08
of Article III of the ERIP, as the same may be amended from time to time).


 


3.02              Participation


 


Participation in this
Nonqualified Plan I shall be automatic by operation of Section 4.01
without any further action by the Compensation Committee.


 


3.03              Forfeiture


 


A Member or Former Member
shall cease to be a Member or Former Member and shall forfeit all rights and
benefits under this Nonqualified Plan I when the Compensation Committee
determines, in its sole discretion, that such Member or Former Member is
employed by, acting as a consultant for or is otherwise directly or indirectly
performing services for any person or entity engaged in the (i) manufacture
or sale of any product similar to or in competition with any product
manufactured or sold by 3M or any of its subsidiaries, or (ii) manufacture
or sale of special machinery 


 


5

















 


or equipment, or furnishing
of engineering or technical services concerning such machinery or equipment,
used in the manufacture or sale of any product similar to or in competition
with any product manufactured or sold by 3M or any of its subsidiaries, without
the written consent of the Compensation Committee.  Before making a determination that a Member
or Former Member is covered by the provisions of this Section 3.03, the
Compensation Committee shall give the Member or Former Member notice of its
intention to invoke this forfeiture provision and an opportunity to discontinue
such employment or consulting relationship or the provision of such services
within a period of 90 days following the date of such notice.


 


ARTICLE IV:  AMOUNT AND DISTRIBUTION OF BENEFITS


 


4.01              Additional Monthly Benefit


 


In addition to the amount of
Retirement Income payable to a Member or Former Member under the ERIP, this
Nonqualified Plan I shall pay an additional monthly benefit to such Member
or Former Member equal to the amount by which (a) exceeds (b), where:


 


                (a)           is
the monthly Retirement Income that would have been payable to such Member or
Former Member by the ERIP if that plan’s benefits were not limited in
accordance with the provisions of section 415 of the Code; and


 


                (b)           is
the monthly Retirement Income actually payable to such Member or Former Member
under the ERIP.


 


Such additional benefit
shall be referred to herein as the “Nonqualified Plan I Benefit”.  For avoidance of doubt, a Member or Former
Member who is not entitled to a vested benefit under the ERIP shall not be
entitled to any Nonqualified Plan I Benefit hereunder unless and until
such benefit under the ERIP becomes vested.


 


4.02              Time of Payment


 


Payment
of the Nonqualified Plan I Benefit described in Section 4.01 above
will begin as of the first of the
calendar month (the “Annuity Starting Date”) coincident with or next following
the Member’s  Separation from Service;
provided, however, that:


 


6

















 


                (a)           Members whose job grades were classified as CEO, L1, L2,
L3 and T7 whose planned income for 2008 was more than $230,000 were permitted
to make a one-time irrevocable election in 2008 to elect to receive their
Nonqualified Plan I Benefit in the form of an annuity in lieu of a lump
sum.  If a timely election was made in
2008, payment of such Member’s Nonqualified Plan I Benefit shall commence
as of the Annuity Starting Date coincident with or next following the Member’s
Retirement.  If such Member Separates
from Service prior to becoming eligible for Retirement, his or her Nonqualified
Plan I Benefit shall be paid in a single lump sum as of the Annuity
Starting Date coincident with or next following the Member’s Separation from
Service;


 


                (b)           One Member classified as L3 on Transitional Retirement
Leave who incurred a Separation from Service prior to 2008 was permitted to
make a one-time irrevocable election in 2008 to receive his Nonqualified
Plan I Benefit in the form of an annuity in lieu of a lump sum.  Such Member did in fact timely elect, and
accordingly, his Nonqualified Plan I Benefit shall commence upon his
scheduled date of termination given in Schedule I attached hereto (which shall
be treated as a Retirement for purposes of Section 4.03(b));


 


                (c)           Former Members classified as L1 and L2 who incurred a
Separation from Service prior to 2009 were permitted to make a one-time
irrevocable election in 2008 to elect to receive their Nonqualified Plan I
Benefit in the form of an annuity in lieu of a lump sum.  If a timely election was made in 2008, payment
of their Nonqualified Plan I Benefit shall commence upon the first day of
the calendar month coincident with or next following the Former Member’s
attainment of age sixty five (65);


 


                (d)           All other Former Members who incurred a Separation from
Service prior to 2009 and who have not commenced payment of their Nonqualified
Plan I Benefit prior to January 1, 2009 shall receive payment of
their Nonqualified Plan I Benefit in January, 2009 in a single lump
sum.  (For this purpose, the Member’s
Annuity Starting Date shall be January 1, 2009.)


 


Notwithstanding
the foregoing, in the event that the Member is a Specified Employee, payment on
account of Separation from Service shall begin as of the first day of the
seventh month following the Member’s Separation, and the first payment shall
include all payments delayed since the Annuity Starting Date (accordingly, if
payment is in the form of an annuity, such annuity shall be 


 


7

















 


calculated
based on the Annuity Starting Date without regard to the delay).


 


4.03              Form of Payment


 


(a)           Lump Sum.  Except as otherwise provided in this Section 4.03,
the Nonqualified Plan I Benefit payable to each Member or Former Member
under this Plan shall be paid in a single lump sum, determined by converting
the monthly Nonqualified Plan I Benefit amount in Section 4.01 into a
present value lump sum using the applicable interest rate on 30-year U.S.
Treasury securities and RP2000 3M mortality. 
For purposes of this conversion, the “applicable interest rate” shall
mean the average of the daily rates on 30-year U.S. Treasury securities in
effect during the calendar quarter first preceding the calendar quarter that
ends immediately prior to the Annuity Starting Date.


 


(b)           Optional Annuity Forms for
Eligible Retirees.  Members whose job
grades were classified as CEO, L1, L2, L3 and T7 whose planned income for 2008
was more than $230,000, and one Member classified as job grade L3 on TSR
(collectively, “Annuity Eligible Members”), were permitted to make a one-time
irrevocable election in 2008 to elect to receive their Nonqualified Plan I
Benefit in the form of an annuity in lieu of a lump sum.  If a timely election was made in 2008, the rules under
this Section 4.03(b) shall apply. 
If an Eligible Member dies or Separates from Service prior to becoming
eligible for Retirement, his or her Nonqualified Plan I Benefit shall be
paid in a single lump sum pursuant to Section 4.03(a).


 


(i)        Presumed
Form:  Single Life Annuity.  If an Annuity Eligible Member Retires and is
not legally married on his or her Annuity Starting Date, then the normal form
of payment of his or her Nonqualified Plan I Benefit shall be the Life
Annuity form, and his or her Nonqualified Plan I Benefit shall, unless he
or she elects to waive the Life Annuity form of payment and selects a Joint and
Nonspouse Beneficiary Survivor Annuity form, be paid in the form of a Life
Annuity. Except as otherwise specifically provided in the Plan, Nonqualified
Plan I Benefit payments will be made monthly to a Member or Former Member
commencing on his or her Annuity Starting Date and ending on the first day of
the month in which his or her death occurs.


 


8

















 


(ii)       Presumed
Form:  Joint and Survivor Life Annuity.  If an Annuity Eligible Member Retires and is
legally married on his or her Annuity Starting Date, then his or her
Nonqualified Plan I Benefit shall be paid in the form of a 50% Joint and
Spouse Beneficiary Survivor Annuity form, unless he or she elects to waive the
50% Joint and Spouse Beneficiary Survivor Annuity form and selects either the
Life Annuity form, an alternative Joint and Spouse Beneficiary Survivor Annuity
form available under the ERIP (i.e., 75%
or 100%) or a Joint and Nonspouse Beneficiary Survivor Annuity form available
under the ERIP (50%, 75% or 100%).


 


(c)           Optional Annuity Forms for Certain
Vested Former Members.  Certain
Former Members classified as L1 or L2 who incurred a Separation from Service
prior to 2009 were permitted to make a one-time irrevocable election in 2008 to
elect to receive their Nonqualified Plan I Benefit in the Life Annuity
form or the Joint and Spouse Beneficiary Survivor Annuity form (50% or
75%).  If a timely election was made in
2008, then the Former Member’s Nonqualified Plan I Benefit shall commence
upon the first day of the calendar month coincident with or next following
attainment of age sixty five (65) in the annuity form elected (in lieu of a
single lump sum).


 


(d)           Total Pension Value Guarantee.  To the extent that a Member’s or Former
Member’s Retirement Income is calculated pursuant to Article XIII of the
ERIP (Portfolio II), he or she shall be entitled to a Total Pension Value
Guarantee (as determined under Section 13.10 of the ERIP, as the same may
be amended from time to time) if he or she Retires and elects payment in the
form of a Life Annuity, Joint and Spouse Beneficiary Annuity or Joint and Non-Spouse
Beneficiary Annuity under Section 4.03(b) or (c) of this Plan,
so long as the Total Pension Value Guarantee with respect to the Nonqualified
Plan I Benefit qualifies as a cash refund feature under which payment is
provided upon the death of the last annuitant in an amount that is not greater
than the excess of the Total Pension Value with respect to the Nonqualified
Plan I Benefit at the Annuity Starting Date over the total of payments
before the death of the last annuitant.


 


(e)           Subsidized 50% Joint and Survivor
Annuity.  If a Member or Former
Member is entitled to elect a subsidized 50% Joint and Survivor Annuity under Section 3.10
of the ERIP (as the same may be amended from time to time), he or she shall
also 


 


9

















 


be entitled to a subsidized
annuity under this Plan if he or she elects the 50% Joint and Spouse
Beneficiary Annuity pursuant to Section 4.03(b) or (c), provided that
the annual lifetime annuity benefit available to such Member is not greater
than the annual lifetime annuity benefit available under the Life Annuity form,
and provided that the annual survivor annuity benefit is not greater than the
annual lifetime annuity benefit available to such Member under the 50% Joint
and Survivor Annuity form.


 


(f)            Definitions.  For purposes of this Article IV, the
terms Life Annuity, Joint and Spouse Beneficiary Survivor Annuity, Joint and
Nonspouse Beneficiary Survivor Annuity and Total Pension Value Guarantee shall
have the same meanings as under the ERIP, as the same may be amended from time
to time.


 


4.04              Pre-Commencement Death.


 


Notwithstanding
any provision in this Plan to the contrary, if a Member or Former Member dies
after becoming vested under the ERIP but prior to his or her Annuity Starting
Date, the following rules shall apply:


 


(a)           To the extent that a Member’s or
Former Member’s Retirement Income is calculated pursuant to Article III of
the ERIP (Portfolio I), and if the Member or Former Member is married, his or
her surviving spouse shall be entitled a “Preretirement Survivor Annuity”
determined in the same manner as provided under Section 3.07 of the ERIP,
as amended from time to time, with respect to the Member’s or Former Member’s
Nonqualified Plan I Benefit.  Such
Preretirement Survivor Annuity shall be converted into a present value lump
sum, using the interest and mortality factors in Section 4.03(a), and paid
as of the first day of the calendar month following the Member’s or Former
Member’s death;


 


(b)           To the extent that a Member’s or
Former Member’s Retirement Income is calculated pursuant to Article III of
the ERIP (Portfolio I), and if the Member or Former Member is not married, no
benefit shall be payable under this Plan, and


 


(c)           To the extent that a Member’s or
Former Member’s Retirement Income is calculated pursuant to Article XIII
of the ERIP (Portfolio II), and if such Member or Former Member dies prior to
his or her Annuity Starting Date, his or her Beneficiary shall receive the
Member’s or Former Member’s 


 


10

















 


Nonqualified Plan I
Benefit attributable to Portfolio II an immediate single lump sum, determined
by converting the monthly Nonqualified Plan I Benefit amount in Section 4.01
into a present value lump sum using the interest and mortality factors in Section 4.03(a).  For this purpose, the first day of the
calendar month coincident with or next following the Member’s death shall be
treated as the Annuity Starting Date.


 


4.05              Beneficiary


 


                (a)           Joint
Annuitant.  An Annuity Eligible
Member or Former Member shall be entitled to designate a Beneficiary to receive
the survivor income portion of the Joint and Non-Spouse Beneficiary Annuity, if
selected, on forms furnished by and filed with 3M.


 


                (b)           Total
Pension Value.  To the extent that a
Member’s or Former Member’s Retirement Income is calculated pursuant to Article XIII
of the ERIP (Portfolio II), a Member or Former Member shall be entitled to
designate a Beneficiary to receive payment of the remainder of the Total
Pension Value of the Nonqualified Plan I Benefit attributable to Portfolio II,
if any, on forms furnished by and filed with 3M.  Notwithstanding the foregoing, with respect
to any pre-commencement death benefit payable under Section 4.04(c) above,
the Member’s or Former Member’s beneficiary designation under the ERIP shall
apply.  In all events, in the absence of
a designation or if such designation fails, the rules for automatic
beneficiaries under the ERIP shall apply.


 


4.06              Incapacity


 


If a Member, Former Member
or Beneficiary is under a legal disability or, by reason of illness or mental
or physical disability, is in the opinion of the Plan Administrator unable to
attend properly to his or her personal financial matters, this Nonqualified
Plan I may pay the benefits payable hereunder in such of the following
ways as the Plan Administrator shall direct:


 


                (a)           Directly
to such Member, Former Member or Beneficiary;


 


                (b)           To
the legal representative of such Member, Former Member or Beneficiary; or


 


11

















 


                (c)           To
some relative by blood or marriage, or friend, for the benefit of such Member,
Former Member or Beneficiary.


 


Any payment made pursuant to
this Section shall be in complete discharge of the obligation therefor
under this Nonqualified Plan I.


 


ARTICLE V:  UNFUNDED
PLAN


 


5.01              No Trust


 


The benefits payable under
this Nonqualified Plan I shall be paid solely from the general assets of
3M.  3M does not intend to create any
trust in connection with this Nonqualified Plan I.  Neither 3M nor any other employer shall have
any obligation to make contributions or set aside funds in order to pay such
benefits.  3M’s obligation under this
Nonqualified Plan I shall be merely that of an unfunded and unsecured
promise to pay money in the future.


 


5.02              No Contributions by Members


 


Members and Former Members
shall not be required or permitted to make contributions under this
Nonqualified Plan I.


 


5.03              Unsecured Creditor Status


 


No Member, Former Member or
Beneficiary shall have any right to receive any payments from this Nonqualified
Plan I except as provided in Article IV above.  Until such payments are received, the rights
of each Member, Former Member and Beneficiary under this Nonqualified
Plan I shall be no greater than the rights of an unsecured general
creditor of 3M.


 


ARTICLE VI:  PLAN
ADMINISTRATION


 


6.01              Powers and Duties of the Plan
Administrator


 


Subject to the powers of the
Compensation Committee specified herein, the Plan Administrator shall
administer this Nonqualified Plan I in accordance with its terms and shall
have all powers necessary to carry out the provisions of such Plan.  The Plan Administrator shall have the power
and discretion to interpret the provisions of this Nonqualified Plan I,
and to determine all questions arising in the administration, interpretation
and 


 


12

















 


application of such
Plan.  Any such determination by the Plan
Administrator shall be conclusive and binding on all persons.  The Plan Administrator may adopt such
policies and procedures, correct any defects, supply any information, or
reconcile any inconsistency in such manner and to such extent as he or she
deems necessary or desirable to carry out the purposes of this Nonqualified
Plan I; provided, however, that any policies, procedures, determinations
or interpretations shall be done in a nondiscriminatory manner based upon
uniform policies consistently applied to all persons in similar circumstances.


 


6.02              Records


 


The regularly kept records
of 3M shall be conclusive and binding upon all persons with respect to a Member’s
or Former Member’s Hours of Service, Credited Service, Covered Compensation,
Salaried Pension Earnings and all other matters contained therein relating to
Members and Former Members.


 


6.03              Advisers


 


The Plan Administrator may
appoint such legal counsel, accountants, actuaries and other persons as he or
she deems desirable to advise and assist such Administrator with the
administration of this Nonqualified Plan I.  The Plan Administrator shall be entitled to
rely conclusively upon, and shall be fully protected with respect to any action
taken by him or her in good faith in reliance upon, any advice or information
furnished by such advisers.


 


6.04              Payment of Expenses


 


The Plan Administrator shall
not be paid for the performance of his or her duties under this Nonqualified
Plan I, but all expenses incurred by 3M or the Plan Administrator in
connection with the administration of such Plan shall be paid by 3M.


 


6.05              Indemnity of the Plan
Administrator


 


3M shall indemnify the Plan
Administrator from and against any and all claims, losses, damages and
liabilities arising from any act or failure to act in connection with the
administration of this Nonqualified Plan I, and shall defend and/or
reimburse the Plan Administrator for all expenses (including reasonable
attorneys fees) incurred in connection with any pending or threatened claim 


 


13

















 


or any action or proceeding
arising therefrom, unless and to the extent that any claim, loss, damage,
liability or expense is judicially determined to have resulted from the Plan
Administrator’s bad faith or gross negligence.


 


6.06              Service of Process


 


In any legal proceeding
involving this Nonqualified Plan I, the Secretary of 3M is designated as
the exclusive agent for receipt of service of process directed to such Plan.


 


ARTICLE VII: 
AMENDMENT AND TERMINATION


 


7.01              Right
to Amend


 


3M’s Board of Directors, the
Compensation Committee or (only for amendments whose projected costs do not
exceed $25,000,000 in any calendar year) any duly authorized officer of 3M may
amend or modify, in whole or in part, this Nonqualified Plan I at any time
without submitting the amendment or modification to the shareholders of 3M
(except that, to the extent necessary to comply with applicable corporate or
securities law, or applicable rules of the New York Stock Exchange, 3M’s
Board of Directors or the Compensation Committee shall have the exclusive
authority to make amendments with respect to benefits under this Plan).  However, no amendment or modification shall
adversely affect the rights of any Member, Former Member or Beneficiary
acquired under the provisions of such Plan in effect prior to such action.


 


7.02              Termination


 


While it expects to continue
this Nonqualified Plan I indefinitely, 3M (acting through its Board of
Directors or the Compensation Committee) reserves the right to terminate such
Plan at any time and for any reason. 
Termination of this Nonqualified Plan I shall not affect 3M’s
obligation to pay the benefits already earned under the provisions of such Plan
in effect prior to the termination.


 


ARTICLE VIII:  MISCELLANEOUS


 


8.01              No Contract of Employment


 


This Nonqualified Plan I
shall not be deemed to constitute a contract of employment between 3M and any
Member or Former Member.  


 


14

















 


Nothing in this Plan shall
be deemed to give any Member or Former Member the right to be retained in the
service of 3M or an affiliate or to interfere with the right of 3M or an
affiliate to discipline or discharge any Member or Former Member at any time.


 


8.02              No Assignment


 


No Member, Former Member or
Beneficiary shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey the
benefits, if any, payable under this Nonqualified Plan I.  All payments and the rights to all payments
of benefits under this Nonqualified Plan I are expressly declared to be
nonassignable and nontransferable. 
Neither this Nonqualified Plan I nor any portion of the benefits
payable hereunder shall be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any Member, Former Member or
Beneficiary.  No portion of the benefits
payable under this Nonqualified Plan I shall be subject to attachment,
garnishment or other legal process by any creditor of any Member, Former Member
or Beneficiary, except to the extent that 3M determines that it will honor the
creation, assignment or recognition of any right to any benefit payable under
the Plan with respect to a Member or Former Member pursuant to a domestic
relations order if that domestic relations order satisfies the requirements of
a qualified domestic relations order within the meaning of
section 414(p)(1)(A) of the Code.


 


8.03              Governing Law


 


The provisions of this Nonqualified
Plan I shall be interpreted and enforced in accordance with the laws of
the State of Minnesota.


 


8.04              Separable Provisions


 


In the
event any provision of this Nonqualified Plan I is ruled or declared
illegal or unenforceable for any reason, such illegality or unenforceability
shall not affect the remaining provisions hereof and this Nonqualified
Plan I shall be interpreted and enforced as if such illegal or
unenforceable provision had never been included herein.


 


15

















 


ARTICLE IX:  CHANGE IN CONTROL


 


9.01              Distribution
Following Change in Control


 


Upon the occurrence of a
Change in Control of 3M, this Nonqualified Plan I shall terminate and 3M
shall immediately distribute the remaining accrued retirement benefits
hereunder to the respective Members, Former Members and Beneficiaries in lump
sum cash payments in amounts equal to the present values of such accrued
retirement benefits as of the date of the Change in Control.  The Compensation Committee shall have the
discretion to decide whether some or all of the lump sum amounts will be paid
directly to the respective Members, Former Members and Beneficiaries, or will
be applied toward fully paid annuity contracts issued by an A+ rated insurance
company, which provide for the payment of all the amounts that would otherwise
have been paid after the Change in Control pursuant to this Nonqualified
Plan I.


 


9.02              Definition
of Change in Control


 


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


 


9.03              Determination
of Present Value


 


Except where otherwise
expressly provided in this Nonqualified Plan I, the present value of each
Member’s, each Former Member’s and each Beneficiary’s remaining accrued
retirement benefits hereunder shall be determined in accordance with such
actuarial assumptions as the Compensation Committee, in its discretion, may
adopt for such purpose.


 


9.04              Tax
Equalization


 


In the event that the
payments made pursuant to this Article IX are finally determined to be
subject to the excise tax imposed by section 4999 of the Code, 3M shall
pay to each Member, Former Member and Beneficiary an additional amount such
that the net amount retained by such Member, Former Member or Beneficiary,
after allowing for the amount of such excise tax and any 


 


16

















 


additional federal, state
and local income taxes paid on the additional amount, shall be equal to the
value of the retirement benefits distributed to such Member, Former Member or
Beneficiary pursuant to this Article IX. 
Such tax gross-up payment shall be made no later than the end of the
recipient’s taxable year following the taxable year in which the recipient
remits the related taxes.  If a Member is
a Specified Employee and such gross-up payment is made on account of the Member’s
Separation from Service, payment shall not be made prior to the first day of
the seventh month following the Member’s Separation from Service.


 


9.05              Fees
and Expenses


 


3M shall
pay to each Member, Former Member and Beneficiary the amount of all reasonable
legal and accounting fees and expenses incurred by such Member, Former Member
or Beneficiary in seeking to obtain or enforce his or her rights under this Article IX
or in connection with any income tax audit or proceeding to the extent
attributable to the application of section 4999 of the Code to the
payments made pursuant to this Article IX, unless a lawsuit commenced by
the Member, Former Member or Beneficiary for such purposes is dismissed by the
court as being spurious or frivolous.  3M
shall also pay to each Member, Former Member and Beneficiary the amount of all
reasonable tax and financial planning fees and expenses incurred by such
Member, Former Member or Beneficiary in connection with the receipt by such
Member, Former Member or Beneficiary of payments pursuant to this Article IX.  Such payment or reimbursement shall be made
no later than the end of the recipient’s taxable year following the taxable year
in which the recipient incurs the related expenses.  If a Member is a Specified Employee and such
payment or reimbursement is made on account of the Member’s Separation from
Service, payment or reimbursement shall not be made prior to the first day of
the seventh month following the Member’s Separation from Service.


 


17

















 


SCHEDULE I


 


	
  Member:

  	
  Phil Yates

  
	
   

  	
   

  
	
  Commencement Date:

  	
  October 1, 2011
  (scheduled termination date)

  



 


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