Exhibit 4.1


 


FIRST SUPPLEMENTAL INDENTURE


 


Dated
as of November 16, 2005


 


Supplement
to Indenture dated as of November 21, 2002


 


____________________________________________


 


between


3M
COMPANY


 


and


 


CITIBANK,
N.A.


____________________________________________


 


Liquid Yield Option(TM) Notes due 2032 (Zero Coupon
- Senior)


 


 


 





















 


TABLE OF CONTENTS


 


 


	
   

  	
   

  	
  Page

  
	
  RECITALS

  	
   

  	
  1

  
	
  ARTICLE
  1

  	
   

  
	
   

  	
   

  	
   

  
	
  RATIFICATION;
  DEFINITIONS

  	
   

  
	
  SECTION 1.01.

  	
  First Supplemental
  Indenture

  	
  1

  
	
  SECTION 1.02.

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  2

  	
   

  
	
   

  	
   

  	
   

  
	
  AMENDMENTS
  TO CERTAIN PROVISIONS OF THE ORIGINAL INDENTURE

  	
   

  
	
  SECTION 2.01.

  	
  Amendment to Section
  1.01 of the Original Indenture

  	
  2

  
	
  SECTION 2.02.

  	
  Amendments to
  Sections 2.08(c) and (d), 2.11, 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.09,
  3.10, 3.11, 3.14, 4.01, 5.01, 6.02, 6.03, 6.07, 6.09, 6.10, 6.12, 9.02,
  10.02, 11.02 and 11.03 of the Original Indenture

  	
  2

  
	
  SECTION 2.03.

  	
  Amendment to Section
  6.01(a) of the Original Indenture

  	
  2

  
	
  SECTION 2.04.

  	
  Amendment to Section
  7.07 of the Original Indenture

  	
  2

  
	
  SECTION 2.05.

  	
  Amendment to Section
  10.08(a)(i) of the Original Indenture

  	
  2

  
	
  SECTION 2.06.

  	
  Amendment to
  Section 11.01 of the Original Indenture

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  3

  	
   

  
	
   

  	
   

  	
   

  
	
  AMENDMENTS
  TO CERTAIN PROVISIONS OF THE SECURITIES; NOTATION ON THE SECURITIES

  	
   

  
	
  SECTION 3.01.

  	
  Amendments to Form of
  Securities

  	
  3

  
	
  SECTION 3.02.

  	
  Notation on Securities

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  4

  	
   

  
	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
  SECTION 4.01.

  	
  Trust Indenture Act
  Controls

  	
  8

  
	
  SECTION 4.02.

  	
  Incorporation into
  Indenture

  	
  8

  
	
  SECTION 4.03.

  	
  Successors and
  Assigns

  	
  8

  
	
  SECTION 4.04.

  	
  Governing Law

  	
  8

  
	
  SECTION 4.05.

  	
  Multiple Originals

  	
  8

  
	
  SECTION 4.06.

  	
  Separability Clause

  	
  9

  
	
  SECTION 4.07.

  	
  The Trustee

  	
  9

  
	
   

  	
   

  	
   

  



 


 


i





















 


FIRST SUPPLEMENTAL INDENTURE, dated as of the November 16, 2005 (the “First
Supplemental Indenture”), between 3M COMPANY, a Delaware corporation (the “Company”),
and Citibank, N.A., a national banking association (the “Trustee”).


 


RECITALS


 


WHEREAS, the Company and the Trustee executed and delivered an
Indenture, dated as of November 21, 2002 (the “Original Indenture”, and, as
amended by this First Supplemental Indenture, the “Indenture”), to provide for
the issuance by the Company of its Liquid Yield Option(TM) Notes due 2032 (Zero
Coupon - Senior) (the “Securities”);


 


WHEREAS, the Company desires to amend the Original Indenture and the
Securities to add to the Company’s covenants for the benefit of the
Securityholders;


 


WHEREAS, Section 9.01 of the Original Indenture provides that, without
the consent of any Securityholder, the Company and the Trustee may amend the
Original Indenture or the Securities to, among other things, add to the Company’s
covenants for the benefit of the Securityholders and to make any change that
does not adversely affect the rights of any Holder; and


 


WHEREAS, all things necessary for the execution of this First
Supplemental Indenture, and to make this First Supplemental Indenture a valid
supplement to the Original Indenture according to its terms and a valid and
binding agreement of the Company, have been done.


 


NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree, for
the benefit of the other party and for the equal and ratable benefit of the
Holders, as follows:


 


ARTICLE 1


 


RATIFICATION;
DEFINITIONS


 


SECTION
1.01.               First Supplemental
Indenture.  This First Supplemental
Indenture is supplemental to, and is entered into in accordance with
Section 9.01, of the Original Indenture and, except as modified, amended
and supplemented by this First Supplemental Indenture, the provisions of the
Original Indenture are ratified and confirmed in all respects and shall remain
in full force and effect.


 


SECTION
1.02.               Definitions.  Capitalized terms used but not defined herein
shall have the meanings assigned to them in the Original Indenture.


 


 


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ARTICLE 2


 


AMENDMENTS
TO CERTAIN PROVISIONS OF THE ORIGINAL INDENTURE


 


SECTION
2.01.               Amendment to
Section 1.01 of the Original Indenture. 
The definition of “Stated Maturity” in Section 1.01 of the Original
Indenture is hereby amended by replacing it in its entirety with the following:


 


“Stated Maturity,” when used with respect to any Security or any
installment of contingent or semiannual cash interest thereon, means the date
specified in such Security as the fixed date on which an amount equal to the
Principal Amount at Maturity of such Security or such installment of contingent
or semiannual cash interest is due and payable.”


 


SECTION
2.02.               Amendments to
Sections 2.08(c) and (d), 2.11, 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.09, 3.10,
3.11, 3.14, 4.01, 5.01, 6.02, 6.03, 6.07, 6.09, 6.10, 6.12, 9.02, 10.02, 11.02
and 11.03 of the Original Indenture. 
Sections 2.08(c) and (d), 2.11, 3.01, 3.03, 3.04, 3.05, 3.07, 3.08,
3.09, 3.10, 3.11, 3.14, 4.01, 5.01, 6.02, 6.03, 6.07, 6.09, 6.10, 6.12, 9.02,
10.02, 11.02 and 11.03 of the Original Indenture are hereby amended by
replacing the words “contingent interest” in each of the sections therein with “contingent
or semiannual cash interest”.


 


SECTION
2.03.               Amendment to
Section 6.01(a) of the Original Indenture. 
Section 6.01(a) of the Original Indenture is hereby amended by replacing
it in its entirety with the following:


 


“(1) the Company defaults in payment when due of any contingent
interest on any of the Securities, or any semiannual cash interest that is
payable pursuant to the terms of the Securities, which default, in either case,
continues for 30 days;”


 


SECTION
2.04.               Amendment to
Section 7.07 of the Original Indenture. 
The second paragraph of Section 7.07 of the Original Indenture is hereby
amended by replacing it in its entirety with the following:


 


“To secure the Company’s payment obligations in this Section 7.07,
Holders shall have been deemed to have granted to the Trustee a lien prior to
the Securities on all money or property held or collected by the Trustee,
except that held in trust to pay the Principal Amount at Maturity, Issue Price
plus accrued Original Issue Discount, Redemption Price, Purchase Price, Change
in Control Purchase Price, contingent interest, interest or semiannual cash
interest, if any, as the case may be, on particular Securities.”


 


SECTION
2.05.               Amendment to
Section 10.08(a)(i) of the Original Indenture.  The first paragraph of Section 10.08(a)(i) of
the Original Indenture is hereby amended by replacing it in its entirety with
the following:


 


“(i)          If, upon the date
prior to the Ex-Dividend Time with respect to a cash dividend on the Common
Stock, the aggregate amount of such cash dividend together with the amounts of
all Relevant Cash Dividends equals or exceeds on a 


 


 


2





















 


per share basis the sum of (a) 5% of the Sale Price of the Common
Stock on the last Trading Day preceding the date of declaration by the Board of
Directors of the cash dividend or distribution with respect to which this provision
is being applied, and (b) the quotient of the amount of any contingent and
semiannual cash interest paid on a Security during the Ex-Dividend Measurement
Period and divided by the conversion rate in effect on the payment date of such
relevant contingent interest or semiannual cash interest payment date, as the
case may be, then such cash dividend together with all Relevant Cash Dividends,
shall be deemed to be an Extraordinary Cash Dividend and for purposes of
applying the formula set forth above in this Section 10.08(a), the value
of “F” shall be equal to (y) the aggregate amount of such cash dividend
together with the amount of all Relevant Cash Dividends, minus (z) the
aggregate amount of all Relevant Cash Dividends for which a prior adjustment in
the Conversion Rate was previously made under this Section 10.08(a).”


 


SECTION
2.06.               Amendment to
Section 11.01 of the Original Indenture.  Section 11.01 of the Original Indenture
is hereby amended by adding the following sentence:


 


“Semiannual cash interest shall be payable pursuant to paragraph 1
of the Securities.”


 


ARTICLE 3


 


AMENDMENTS
TO CERTAIN PROVISIONS OF THE SECURITIES; 

NOTATION ON THE SECURITIES


 


SECTION
3.01.               Amendments to Form
of Securities.  The following
amendments are hereby made to the forms of the Securities attached to the
Original Indenture as Exhibits A and B:


 


(a)           The first paragraph of the face of the form of the
Securities is hereby deleted in its entirety and replaced with the following
paragraph:


 


“FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED, THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE
DISCOUNT AND THE ISSUE DATE OF THIS SECURITY IS NOVEMBER 21, 2002. IN ADDITION,
THIS SECURITY IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX REGULATIONS
GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS. 
FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE
CODE, THE ISSUE PRICE OF EACH SECURITY IS $860.87 PER $1,000 OF PRINCIPAL
AMOUNT AND THE COMPARABLE YIELD IS 4.55%, COMPOUNDED SEMIANNUALLY (WHICH WILL
BE TREATED AS THE YIELD FOR UNITED STATES FEDERAL INCOME TAX PURPOSES).  THE YIELD FOR ACCRUING ORIGINAL ISSUE
DISCOUNT FOR NON-TAX PURPOSES IS 0.5% PER YEAR (COMPUTED ON A SEMIANNUAL BOND
EQUIVALENT BASIS) 


 


 


3





















 


CALCULATED FROM NOVEMBER 21, 2002, EXCLUDING ANY CONTINGENT AND
SEMIANNUAL CASH INTEREST.”


 


(b)           Paragraph 1 of the Securities is hereby deleted in its
entirety and replaced with the following paragraphs:


 


“Cash payment of interest will accrue on the Principal Amount at
Maturity of this Security at the rate per annum equal to 2.40% from and
including November 22, 2005 to but excluding November 22, 2007. The Company
will pay this cash interest semiannually in arrears on May 22, 2006,
November 22, 2006, May 22, 2007 and November 22, 2007 (each, an “Interest
Payment Date”) to the holders of record on the fifteenth calendar day next
preceding the applicable Interest Payment Date (whether or not a Business Day)
(each such date a “Regular Record Date”). Such interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months and will accrue from
the most recent date to which interest has been paid or, if no interest has
been paid, from (but not including) November 22, 2005.  Interest on any Security that is payable, and
is punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the person in whose name that Security is registered at the close of
business on the Regular Record Date for such interest at the office or agency
of the Company maintained for such purpose.


 


This Security shall not bear interest, except as specified in this
paragraph 1 or in paragraph 5 hereof. If the Principal Amount at
Maturity hereof or any portion of such Principal Amount at Maturity is not paid
when due (whether upon acceleration pursuant to Section 6.02 of the
Indenture, upon the date set for payment of the Redemption Price pursuant to
paragraph 6 hereof, upon the date set for payment of the Purchase Price or
Change in Control Purchase Price pursuant to paragraph 7 hereof or upon
the Stated Maturity of this Security) or if any contingent or semiannual cash
interest due hereon is not paid when due in accordance with this
paragraph 1 and paragraph 5 hereof, then in each such case the
overdue amount shall, to the extent permitted by law, bear interest at the rate
of 0.5% per annum, compounded semiannually, which interest shall accrue from
the date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.


 


Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Security), in the period during which a
Security remains outstanding, shall accrue at 0.5% per annum, on a semiannual
bond equivalent basis using a 360-day year composed of twelve 30-day months,
from the Issue Date of this Security.”


 


(c)           Paragraph 4 of the Securities is hereby deleted in its
entirety and replace with the following:


 


 


4





















 


“Indenture and First Supplemental Indenture.


 


The Company issued the Securities under an Indenture dated as of
November 21, 2002 (the “Indenture”), between the Company and the
Trustee.  Pursuant to Section 9.01 of the
Indenture, the Company and the Trustee entered into a First Supplemental
Indenture, dated as of November 21, 2005 (the “First Supplemental Indenture”),
to add to the Company’s covenants for the benefit of the Securityholders.  The terms of the Securities include those
stated in the Indenture, as supplemented by the First Supplemental Indenture,
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as in effect from time to time (the “TIA”). Capitalized terms used herein
and not defined herein have the meanings ascribed thereto in the Indenture, as
supplemented by the First Supplemental Indenture. The Securities are subject to
all such terms, and Securityholders are referred to the Indenture and the First
Supplemental Indenture for a statement of those terms.


 


The Securities are general unsecured and unsubordinated obligations of
the Company limited to $639,000,000 aggregate Principal Amount at Maturity
(subject to Section 2.07 of the Indenture). The Indenture does not limit
other indebtedness of the Company, secured or unsecured.”


 


(d)           The third paragraph of paragraph 6 of the Securities is
hereby deleted in its entirety and replaced with the following paragraph:


 


“In addition to the Redemption Price payable with respect to all
Securities or portions thereof to be redeemed as of a Redemption Date, the
Holders of such Securities (or portions thereof) shall be entitled to receive
accrued and unpaid contingent or semiannual cash interest, if any, with respect
thereto, which interest shall be paid in cash on the Redemption Date.”


 


(e)           The sixth paragraph of paragraph 7 of the Securities is
hereby deleted in its entirety and replaced with the following paragraph:


 


“In addition to the Purchase Price or Change in Control Purchase Price,
as the case may be, payable with respect to all Securities or portions thereof
to be purchased as of the Purchase Date or the Change in Control Purchase Date,
as the case may be, the Holders of such Securities (or portions thereof) shall
be entitled to receive any accrued and unpaid contingent or semiannual cash
interest with respect thereto, which shall be paid in cash promptly following
the later of the Purchase Date or the Change in Control Purchase Date, as the
case may be and the time of delivery of such Securities to the Paying Agent
pursuant to the Indenture.”


 


(f)            The eighth paragraph of paragraph 7 of the Securities is
hereby deleted in its entirety and replaced with the following paragraph:


 


“If cash (and/or securities if permitted under the Indenture)
sufficient to pay the Purchase Price or Change in Control Purchase Price, as
the case may be, of, 


 


 


5





















 


together with any accrued and unpaid contingent or semiannual cash
interest with respect to, all Securities or portions thereof to be purchased as
of the Purchase Date or the Change in Control Purchase Date, as the case may
be, is deposited with the Paying Agent on the Business Day following the
Purchase Date or the Change in Control Purchase Date, as the case may be,
Original Issue Discount and any contingent or semiannual cash interest shall
cease to accrue on such Securities (or portions thereof) immediately after such
Purchase Date or Change in Control Purchase Date, as the case may be, and the
Holder thereof shall have no other rights as such (other than the right to
receive the Purchase Price or Change in Control Purchase Price, as the case may
be, and any accrued and unpaid contingent or semiannual cash interest upon
surrender of such Security).”


 


(g)           Paragraph 8 of the Securities is hereby deleted in its
entirety and replaced with the following paragraph:


 


“Notice of redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Securities to be redeemed
at the Holder’s registered address. If money sufficient to pay the Redemption
Price of, and accrued and unpaid contingent or semiannual cash interest, if
any, with respect to, all Securities (or portions thereof) to be redeemed on
the Redemption Date is deposited with the Paying Agent prior to or on the
Redemption Date, on such Redemption Date, Original Issue Discount and
contingent or semiannual cash interest, if any, shall cease to accrue on such
Securities or portions thereof. Securities in denominations larger than $1,000
of Principal Amount at Maturity may be redeemed in part but only in integral
multiples of $1,000 of Principal Amount at Maturity.”


 


(h)           The tenth and eleventh paragraphs of paragraph 9 of the
Securities are hereby deleted and replaced in their entirety with the following
paragraphs:


 


“Accrued and unpaid contingent or semiannual cash interest will not be
paid in cash on Securities that are converted; provided, however that
Securities surrendered for conversion during the period, in the case of
semiannual cash interest payable under paragraph 1, from the close of
business on any Regular Record Date immediately preceding any Interest Payment
Date to the opening of business on such Interest Payment Date or, in the case
of contingent interest, from the close of business on any date on which
contingent interest accrues to the opening of business on the date on which
such contingent interest is payable, shall be entitled to receive such interest
in lieu of contingent or semiannual cash interest, as the case may be, payable
on such Securities on the corresponding Interest Payment Date or the date on
which such contingent interest is payable and (except Securities with respect
to which the Company has mailed a notice of redemption) Securities surrendered
for conversion during such periods must be accompanied by payment of an amount
equal to the interest in lieu of contingent or semiannual cash interest with
respect thereto that the registered Holder is to receive.


 


 


6





















 


A Holder may convert a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No
payment or adjustment will be made for dividends on the Common Stock except as
provided in the Indenture. On conversion of a Security, accrued Original Issue
Discount attributable to the period from the Issue Date through the Conversion
Date, accrued Tax OID and (except as provided above) accrued contingent or
semiannual cash interest with respect to the converted Security shall not be cancelled,
extinguished or forfeited, but rather shall be deemed to be paid in full to the
Holder thereof through the delivery of the Common Stock (together with the cash
payment, if any, in lieu of fractional shares), or cash or a combination of
cash and Common Stock in lieu thereof, in exchange for the Security being
converted pursuant to the terms hereof; and the fair market value of such
shares of Common Stock (together with any such cash payment in lieu of
fractional shares), or cash or a combination of cash and Common Stock in lieu
thereof, shall be treated as delivered, to the extent thereof, first in
exchange for Original Issue Discount and Tax OID accrued through the Conversion
Date and accrued contingent or semiannual cash interest, if any, and the balance,
if any, of such cash and/or the fair market value of such Common Stock (and any
such cash payment in lieu of fractional shares), or cash in lieu thereof, shall
be treated as delivered in exchange for the Issue Price of the Security being
converted pursuant to the provisions hereof.”


 


(i)            The first paragraph of paragraph 16 of the Securities is
hereby deleted and replaced in its entirety with the following paragraph:


 


“Under the Indenture, Events of Default include (i) default in the
payment of contingent interest or semiannual cash interest when the same
becomes due and payable, which default, in either case, continues for 30 days;
(ii) default in payment of the Principal Amount at Maturity, Issue Price
plus accrued Original Issue Discount, Redemption Price, Purchase Price or
Change in Control Purchase Price, as the case may be, in respect of the
Securities when the same becomes due and payable; (iii) failure by the
Company to comply with other agreements in the Indenture or the Securities,
subject to notice and lapse of time; (iv) the acceleration of Debt in an
amount in excess of $20,000,000 because of a default with respect to such Debt
without such Debt having been discharged or such acceleration having been
cured, waived, rescinded or annulled, subject to notice and lapse of time;
provided, however, that if any such failure or acceleration referred to above
shall cease or be cured, waived, rescinded or annulled, then the Event of
Default by reason thereof shall be deemed not to have occurred; and (v) certain
events of bankruptcy or insolvency. If an Event of Default occurs and is
continuing, the Trustee, or the Holders of at least 25% in aggregate Principal
Amount at Maturity of the Securities at the time outstanding, may declare the
Issue Price plus the Original Issue Discount through the date of such
declaration, and any accrued and unpaid interest (including contingent or
semiannual cash interest) if any, through the date of such declaration, on all
the Securities to be due and payable immediately. Certain events of bankruptcy
or insolvency are Events of Default which will result in the Issue Price plus
the Original Issue 


 


 


7





















 


Discount on the Securities, and any accrued and unpaid interest
(including contingent or semiannual cash interest) if any, through the
occurrence of such event, becoming due and payable immediately upon the
occurrence of such Events of Default.”


 


SECTION
3.02.               Notation on
Securities.  (a)  The Securities, as amended by the provisions
of this First Supplemental Indenture, shall bear a notation substantially to
the following effect:


 


“THE TERMS OF THIS SECURITY HAVE BEEN AMENDED TO THE EXTENT PROVIDED IN
THE FIRST SUPPLEMENTAL INDENTURE, DATED AS OF NOVEMBER 21, 2005, BETWEEN THE COMPANY
AND THE TRUSTEE. THE FIRST SUPPLEMENTAL INDENTURE WAS ENTERED INTO BETWEEN THE
COMPANY AND THE TRUSTEE PURSUANT TO SECTION 9.01 OF THE INDENTURE TO ADD TO THE
COMPANY’S COVENANTS FOR THE BENEFIT OF THE SECURITYHOLDERS. THE TERMS OF THIS
SECURITY INCLUDE THOSE STATED IN THE INDENTURE, AS SUPPLEMENTED BY THE FIRST
SUPPLEMENTAL INDENTURE, AND HOLDERS ARE REFERRED TO THE INDENTURE AND THE FIRST
SUPPLEMENTAL INDENTURE FOR A STATEMENT OF THOSE TERMS.”


 


(b)           The Trustee hereby acknowledges that the Securities shall
bear the above notation pursuant to, and upon satisfaction of, the conditions
set forth in Sections 9.05, 9.06, 12.04 and 12.05 of the Indenture.


 


ARTICLE 4


 


MISCELLANEOUS


 


SECTION
4.01.               Trust Indenture Act
Controls.  If any provision of this
First Supplemental Indenture limits, qualifies, or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.


 


SECTION
4.02.               Incorporation into
Indenture.  This First Supplemental
Indenture and all its provisions shall be deemed a part of the Original
Indenture in the manner and to the extent herein and therein provided.


 


SECTION
4.03.               Successors and
Assigns.  All covenants and
agreements of the Company and the Trustee in this First Supplemental Indenture
shall bind their respective successors.


 


SECTION
4.04.               Governing Law.  THE LAWS OF THE STATE OF NEW YORK SHALL
GOVERN THIS FIRST SUPPLEMENTAL INDENTURE.


 


SECTION
4.05.               Multiple Originals.  The parties may sign any number of copies of
this First Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this First Supplemental Indenture.


 


 


8





















 


SECTION
4.06.               Separability Clause.  In case any provision in this First
Supplemental Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


SECTION
4.07.               The Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
First Supplemental Indenture. The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no responsibility for
the correctness thereof.


 


*
* * * * * * * *


 


 


9





















 


IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this First Supplemental Indenture on behalf of the respective parties
hereto as of the date first above written.


 


 


	
   

  	
  3M
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William J. Schmoll

  
	
   

  	
   

  	
  Name: William J. Schmoll

  
	
   

  	
   

  	
  Title: Vice President and
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK,
  N.A.

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wafaa Orfy

  
	
   

  	
   

  	
  Name: Wafaa Orfy

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


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