3M Company (MMM)

This Plan will become effective on the date it is approved by the requisite vote of the stockholders of 3M Company, and shall expire (unless it is terminated before then) on the tenth anniversary of such effective date.  Such expiration shall not adversely affect Awards granted under this Plan prior to such expiration date.  The Board of Directors may at any time amend or terminate this Plan, except that no amendment or termination shall adversely affect Awards granted under this Plan prior to the effective date of such amendment or termination; provided, however, that no amendment shall be made without the prior approval of the holders of a majority of the issued and outstanding shares of Common Stock represented and entitled to vote on such amendment which would (i) increase the aggregate number of shares of Common Stock available for issuance or delivery under this Plan in accordance with Section 4 (except for adjustments made in accordance with Section 11), (ii) permit the granting of Awards with purchase prices lower than those specified in Section 5, or (iii) be a material amendment for which stockholder approval is required by applicable law, regulation or stock exchange rule.

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This Plan will become
effective on the date it is approved by the requisite vote of the stockholders
of 3M Company, and shall expire (unless it is terminated before then) on the
tenth anniversary of such effective date. 
Such expiration shall not adversely affect Awards granted under this
Plan prior to such expiration date.  The
Board of Directors may at any time amend or terminate this Plan, except that no
amendment or termination shall adversely affect Awards granted under this Plan
prior to the effective date of such amendment or termination; provided,
however, that no amendment shall be made without the prior approval of the
holders of a majority of the issued and outstanding shares of Common Stock
represented and entitled to vote on such amendment which would (i) increase
the aggregate number of shares of Common Stock available for issuance or
delivery under this Plan in accordance with Section 4 (except for
adjustments made in accordance with Section 11), (ii) permit the granting
of Awards with purchase prices lower than those specified in Section 5, or
(iii) be a material amendment for which stockholder approval is required
by applicable law, regulation or stock exchange rule.

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16.  Effective Date, Term, Amendment and Termination of the Plan.

This Plan will become effective on the date it is approved by the requisite vote of the stockholders of 3M Company, and shall expire (unless it is terminated before then) on the tenth anniversary of such effective date. Such expiration shall not adversely affect Awards granted under this Plan prior to such expiration date. The Board of Directors may at any time amend or terminate this Plan, except that no amendment or termination shall adversely affect Awards granted under this Plan prior to the effective date of such amendment or termination; provided, however, that no amendment shall be made without the prior approval of the holders of a majority of the issued and outstanding shares of Common Stock represented and entitled to vote on such amendment which would (i) increase the aggregate number of shares of Common Stock available for issuance or delivery under this Plan in accordance with Section 4 (except for adjustments made in accordance with Section 11), (ii) permit the granting of Awards with purchase prices lower than those specified in Section 5, or (iii) be a material amendment for which stockholder approval is required by applicable law, regulation, or stock exchange rule.

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