2.1

BENEFICIARY. “Beneficiary” means the person, persons or entity designated by the Participant, or as provided in Article VIII, to receive any death benefits payable under the Plan.

2.2

CLASS YEAR. “Class Year” means the calendar year in respect of which Compensation is deferred under this Plan.

2.3

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

2.4

 COMPENSATION. “Compensation” means the base salary, profit sharing, Performance Unit Plan benefits or other incentive payments that the Committee may include from time to time, earned by a Participant during a Class Year before reduction for compensation deferred pursuant to the Plan. However, “Compensation” shall exclude awards (except performance awards), foreign service premiums and allowances, stock option benefits, employer contributions to employee benefit plans, reimbursements or payments in lieu thereof and like payments.

2.5

DEFERRAL ELECTION AGREEMENT. “Deferral Election Agreement" means the agreement filed with the Committee by a Participant prior to the beginning of any Class Year for which the Participant's Compensation is to be deferred pursuant to the Plan.

2.6

DEFERRED INCOME ACCOUNT. “Deferred Income Account" means the accounts maintained on the books of the Employer for each Participant pursuant to Article V. A separate Deferred Income Account shall be maintained for each Participant for each Class Year.

2.7

EMPLOYER. “Employer” means 3M Company (“3M”), its affiliates and subsidiaries and any successor to the business thereof.

2.8

GROWTH FACTOR. “Growth Factor” is the rate at which interest will be credited to Participants’ Deferred Income Accounts in accordance with the provisions of Article VI. Unless and until changed by the Committee, the Growth Factor applied during each calendar year will be the average Salomon Brothers, Inc. 10 Year AAA Industrial Corporate Bond Rating for New Issues for the four-week period ending with the last week ending in October of the previous year.

2.9

PARTICIPANT. “Participant” means any management employee employed by an Employer and who is required to file a U.S. tax return and who is within the class of eligible employees designated by the Committee and who elects to participate in this Plan by filing a Deferral Election Agreement in accordance with the requirements of paragraph 4.2.

2.10

PLAN. “Plan” means the 3M Deferred Compensation Plan.

2.11

UNFORESEEABLE FINANCIAL EMERGENCY. “Unforeseeable Financial Emergency” means an unexpected extreme financial emergency beyond the control of the Participant (e.g., severe illness of a dependent, impending bankruptcy), which results in the Participant's extreme need for cash.

2.12

VALUATION DATE. “Valuation Date” means the dates on which the value of a Participant’s Deferred Income Account for each Class Year is determined as provided in Article VI hereof. Unless and until changed by the Committee, the Valuation Date shall be the last day of each calendar year.

4.1

ELIGIBILITY. Each management employee of the Employer who is within the class of employees designated for such purpose by the Committee shall be eligible to participate in the Plan.

4.2

ELECTION TO PARTICIPATE. Each employee who meets the eligibility requirements of paragraph 4.1 may elect to participate in the Plan by filing a Deferral Election Agreement with the Committee not later than thirty (30) days prior to the beginning of the applicable Class Year. The election to participate shall be effective upon receipt by the Committee of a Deferral Election Agreement that is properly completed and executed in accordance with the terms of the Plan. The Committee may, in its sole discretion, waive the thirty-day filing requirement, provided that the Deferral Election Agreement is filed with the Committee before the commencement of the applicable Class Year.

4.3

PERIOD OF PARTICIPATION. Each employee’s election to participate made in accordance with the provisions of paragraph 4.2 will remain in effect for the one-year period which begins on the first day of the respective Class Year and ends on the last day of such Class Year. Each employee who has elected to participate in this Plan and on whose behalf Compensation has been deferred and credited to a Deferred Income Account shall continue to be a Participant until all amounts credited to all of the Participant’s Deferred Income Accounts have been distributed, or until the Participant’s death, if earlier.

4.4

WAIVER OF DEFERRAL. The Committee may, in its sole discretion, grant a waiver or suspension of a Participant’s Deferral Election Agreement, for such time as the Committee may deem necessary, upon a finding that the Participant has suffered an Unforeseeable Financial Emergency.

5.1

AMOUNTS DEFERRED. For any Class Year, a Participant may defer any whole percentage (but no more than 50% of base salary) of all or any portion of the Compensation earned by such Participant during the Class Year; provided, however, that the maximum amount of any Compensation payment that may be deferred by a Participant shall be limited to the amount otherwise payable to such Participant after the deduction of the appropriate withholding taxes.

The minimum amount that may be deferred by any Participant shall be $1,000 per Class Year. If the amount deferred does not reach the $1,000 minimum, the Deferral Election Agreement for that Class Year will be voided and any amounts deferred paid to the Participant.

5.2

AMOUNTS CREDITED TO ACCOUNT. For each Participant and each Class Year that the Participant elects to defer Compensation hereunder the Employer shall establish on its books a Deferred Income Account, to which the amounts deferred in accordance with paragraph 5.1 shall be credited at such times as are in accordance with the standard payroll procedures of the Participant’s Employer. The amount credited to a Participant’s Deferred Income Account shall equal the amount deferred, except that the amount credited may be reduced, at the discretion of the Committee, to the extent that the Employer is required to withhold any taxes or other amounts from the Participant’s deferred compensation pursuant to any federal, state or local law.

5.3

VESTING OF DEFERRED INCOME ACCOUNT. A Participant shall always be 100% vested in the value of his or her Deferred Income Account(s).

6.1

PERIODIC ADJUSTMENTS. The Deferred Income Accounts of each Participant shall be revalued as of each Valuation Date. As of each Valuation Date, the value of each Deferred Income Account shall consist of the balance of such Deferred Income Account as of the immediately preceding Valuation Date, plus (i) amounts deferred and credited thereto since the immediately preceding Valuation Date pursuant to paragraph 5.2, and (ii) the interest credited thereto since the preceding Valuation Date, minus the amount of all distributions, if any, made from such Deferred Income Account since the preceding Valuation Date. Interest shall be credited to all Deferred Income Accounts immediately prior to each Valuation Date, and also to each Deferred Income Account from which distributions are made immediately prior to each distribution. The amount of interest credited hereunder shall be calculated by applying the Growth Factor for the year in which the interest will be credited to the average daily balance of the respective Deferred Income Account since the immediately preceding Valuation Date.

6.2

STATEMENT OF ACCOUNTS. As soon as administratively feasible following the end of each Class Year, the Committee shall submit to each Participant a statement of such Participant's Deferred Income Account(s) in the Plan.

7.1

DISTRIBUTION DATE AND METHOD. As part of the Deferral Election Agreement for each Class Year, the Participant shall specify the date (hereinafter referred to as the “Distribution Date”) upon which the Employer will commence payment of the amounts credited to the respective Deferred Income Account and the method of paying such amounts. A Participant must select one of the following Distribution Dates:

(a)

The second business day of any calendar year following the Class Year during which deferred Compensation is credited to such Deferred Income Account.

(b)

The second business day of any one of the first through the tenth calendar years following the Participant’s retirement from service with the Employer.

A participant must also select one of the following methods of payment in each Deferral Election Agreement:

(c)

A single lump sum distribution.

(d)

Ten or fewer annual installments (the amount of such installment payments shall be computed by multiplying the balance in the Deferred Income Account on each date of payment by a fraction, the numerator of which is one and the denominator of which equals the remaining number of scheduled annual installment payments).

No Deferral Election Agreement shall require the Plan to make any payment more than 10 years after the second business day of the calendar year following the Participant’s retirement from service with the Employer. Each payment from a Participant’s Deferred Income Account shall be made in cash, and