VIP (VOLUNTARY INVESTMENT PLAN) PLUS 2002

                                                                    Exhibit 4(c)


                                       3M
                   MINNESOTA MINING AND MANUFACTURING COMPANY
                      VIP (VOLUNTARY INVESTMENT PLAN) PLUS


                                    ARTICLE 1
                                     PURPOSE

The purpose of this Plan is to attract and incent eligible highly compensated
employees to remain with 3M by offering them the opportunity to earn additional
retirement benefits by deferring the receipt of a portion of their compensation
on a tax-favored basis, with the belief that such opportunity will permit these
employees to increase their long-term financial security. The Plan does this by
supplementing the before-tax deferral provisions of the 3M Voluntary Investment
Plan and Employee Stock Ownership Plan (VIP), which are limited by the
requirements of the Internal Revenue Code.


                                    ARTICLE 2
                                   DEFINITIONS

For the purposes of this Plan, the following words and phrases shall have the
meanings indicated, unless the context clearly indicates otherwise:

2.1      ACCOUNT. "Account" means the record of the amounts credited to a
         Participant under the Plan pursuant to Article 6.

2.2      BENEFICIARY. "Beneficiary" means the person, persons or entity
         designated by the Participant, or as provided in Article 8, to receive
         any unpaid balance in such Participant's Account following his or her
         death.

2.3      CODE. "Code" means the Internal Revenue Code of 1986, as amended.

2.4      COMMITTEE. "Committee" means the Compensation Committee of the Board of
         Directors of 3M.

2.5      COMPANY. "Company" means Minnesota Mining and Manufacturing Company
         ("3M"), its U.S. affiliates and subsidiaries and any successor to the
         business thereof.

2.6      EFFECTIVE DATE. "Effective Date" means January 1, 2002, the effective
         date of this Plan.


                                     PAGE 1

2.7      ELIGIBLE COMPENSATION. "Eligible Compensation" of a Participant for any
         Plan Year means base pay and profit sharing earned by the Participant
         during such Plan Year, unreduced by any contributions made to such
         Participant's Savings Plus Account under the VIP and by any
         contributions made on behalf of such Participant under a cafeteria plan
         and excluded from the Participant's taxable income under section 125 of
         the Code. Eligible Compensation does not include incentives, awards,
         commissions, foreign service premiums and allowances, income arising
         from stock options, separation pay, employer contributions to employee
         benefit plans, reimbursements or payments in lieu thereof, or lump sum
         payouts of a Participant's unused vacation benefits.

2.8      EMPLOYEE. "Employee" means any person employed by the Company as an
         active regular common-law employee who is recognized as such on 3M's
         human resources/payroll systems; including such persons who are United
         States citizens but on assignment outside of this country and resident
         aliens employed in the United States; but excluding any person covered
         by a collective bargaining agreement to which the Company is a party.

2.9      INDEXED COMPENSATION LIMIT. "Indexed Compensation Limit" means the
         annual amount of compensation that may be recognized by a qualified
         retirement plan under section 401(a)(17) of the Code (as adjusted
         annually for increases in the cost of living).

2.10     PARTICIPANT. "Participant" means any Employee who has elected to make
         contributions to this Plan after satisfying the eligibility
         requirements of Section 4.1.

2.11     PLAN. "Plan" means the plan described in this document, as it may be
         amended from time to time. The official name of the Plan shall be the
         VIP Plus.

2.12     PLAN ADMINISTRATOR. "Plan Administrator" means the person to whom the
         Committee has delegated the authority and responsibility for
         administering the Plan. Unless and until changed by the Committee, the
         Plan Administrator of the Plan shall be the Staff Vice President of
         3M's Total Compensation Resource Center or his successor.

2.13     PLAN YEAR. "Plan Year" means the 12-month period from January 1 through
         December 31 in respect of which a Participant may contribute to the
         Plan. The first Plan Year shall begin on January 1, 2002.

2.14     PORTFOLIO II VIP. "Portfolio II VIP" means the provisions of the 3M
         Voluntary Investment Plan and Employee Stock Ownership Plan applicable
         to those eligible employees who were hired or rehired by the Company
         after


                                     PAGE 2

         December 31, 2000 or who elected to be covered by the Company's
         Portfolio II retirement program.

2.15     RETIRE or RETIREMENT. "Retire" or "Retirement" means the termination of
         an Employee's employment with the Company after meeting the
         requirements of the Employee Retirement Income Plan of Minnesota Mining
         and Manufacturing Company for early or normal retirement.

2.16     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 or impending
         bankruptcy), which results in the Participant's extreme need for cash.

2.17     VALUATION DATE. "Valuation Date" shall have the same meaning as that
         term is defined for purposes of the VIP.

2.18     VIP. "VIP" means the 3M Voluntary Investment Plan and Employee Stock
         Ownership Plan, as it may be amended from time to time.


                                    ARTICLE 3
                                 EFFECTIVE DATE

The provisions of the Plan shall take effect on January 1, 2002. This Plan shall
continue in operation and effect until 3M terminates it in accordance with the
provisions of Section 10.2.


                                    ARTICLE 4
                          ELIGIBILITY AND PARTICIPATION

4.1      ELIGIBILITY. An Employee shall be eligible to participate in the Plan
         by making contributions for a Plan Year if as of the September 1st
         immediately preceding such Plan Year:

         (a)      such Employee is eligible to make contributions under the VIP;

         (b)      such Employee is eligible for and covered by one or more
                  profit sharing plans of 3M or Dyneon LLC; and

         (c)      such Employee had estimated annual planned compensation (base
                  pay plus profit sharing) that exceeds the Indexed Compensation
                  Limit in effect for the calendar year including such September
                  1st. For the first Plan Year


                                     PAGE 3

                  of this Plan, the Indexed Compensation Limit in effect for the
                  preceding calendar year shall be deemed to be $200,000.

         The eligibility of Employees to participate in this Plan by making
         contributions shall be determined each Plan Year, and no Employee shall
         have any right to make contributions in any Plan Year by virtue of
         having an Account as a result of making contributions in any prior Plan
         Year.

4.2      ELECTION TO CONTRIBUTE. In order to make contributions under the Plan
         for any Plan Year, an Employee who meets the eligibility requirements
         of Section 4.1 must enroll via the VIP's Internet site or through a
         FIRST Line Center representative. To be effective, an Employee's
         enrollment must elect the amount of his or her contributions, authorize
         the reduction of his or her Eligible Compensation as needed to make
         such contributions, specify the investment fund or funds in which such
         contributions are to be treated as being invested, and provide such
         other pertinent information as the Plan Administrator may require. The
         time period during which enrollments will be accepted each Plan Year
         will be established by the Plan Administrator, but in no event will any
         enrollment be accepted after the beginning of the Plan Year to which
         such enrollment relates.

4.3      DURATION OF CONTRIBUTION ELECTION. Each eligible Employee's election to
         make contributions to the Plan made in accordance with the requirements
         of Section 4.2 shall expire as of the end of the Plan Year to which it
         relates, although it shall apply to any Eligible Compensation paid
         after the end of such Plan Year if such Eligible Compensation was
         earned during such Plan Year. Participants may not change or revoke
         their contribution elections for a Plan Year after the enrollment
         period for the Plan Year has ended.

4.4      DURATION OF PARTICIPATION. A Participant's participation in the Plan
         shall continue until all amounts credited to his or her Account have
         been distributed, or until the Participant's death, if earlier.


                                    ARTICLE 5
                                  CONTRIBUTIONS

5.1      PARTICIPANT CONTRIBUTIONS. A Participant may contribute (defer) from 1
         percent to 10 percent (but only a whole percentage) of his or her
         Eligible Compensation earned during the Plan Year to which such
         Participant's election relates. The percentage the Participant elects
         to contribute (defer) shall be deducted from each payment of such
         Participant's Eligible Compensation earned during such Plan Year,
         whether paid during or following such Plan Year.


                                     PAGE 4
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5.2      COMPANY MATCHING CONTRIBUTIONS. Only for those Participants enrolled in
         the Portfolio II VIP, in December of each Plan Year the Company shall
         make a matching contribution equal to 15 percent of the lesser of:

         (a)      each Participant's contributions made pursuant to Section 5.1
                  for such Plan Year, or

         (b)      six percent (6%) of the amount by which such Participant's
                  Eligible Compensation for such Plan Year (taking into account
                  such Compensation paid through November 30 of such Plan Year
                  and an estimate of such Compensation expected to be earned and
                  paid during the balance of such Plan Year) exceeds the Indexed
                  Compensation Limit for such Plan Year.


                                    ARTICLE 6
                                    ACCOUNTS

6.1      CREATION OF ACCOUNTS. The Plan shall establish a separate Account for
         each Participant who elects to make contributions hereunder. The amount
         of a Participant's contributions hereunder shall be credited to such
         Participant's Account at the same time as or as soon as reasonably
         possible following the dates on which the Company paid the Eligible
         Compensation from which such contributions were deferred. Company
         matching contributions shall be credited to the Accounts of those
         Participants eligible to receive such contributions pursuant to Section
         5.2 during December of each Plan Year.

6.2      EARNINGS ON ACCOUNTS. Each Participant's Account shall be credited with
         investment earnings or losses based on the performance of the VIP
         investment funds selected by such Participant. The investment funds
         available to the Participants in this Plan shall be the same as the
         investment funds available to the participants in the VIP, excluding
         the 3M Stock Fund and the VIP's brokerage window. Participants may
         allocate the amounts credited to their Account among such investment
         funds in whole percentages of from one percent to one hundred percent.
         The deemed investment earnings or losses on such funds for purposes of
         this Plan shall equal the actual rate of return on such funds in the
         VIP net of any fees or expenses chargeable thereto, including but not
         limited to management fees, trustee fees, recordkeeping fees and other
         administrative expenses.

6.3      CHANGES IN INVESTMENT FUND ALLOCATIONS. Participants may change the
         investment funds among which their Account balances or future
         contributions are allocated at any time, subject to such rules as may
         be established by the Plan Administrator. Allocation changes may only
         be made using the VIP's Internet site or through a FIRST Line Center
         representative.


                                     PAGE 5

6.4      VALUATION OF ACCOUNTS. The Accounts of all Participants shall be
         revalued as of each Valuation Date following the Effective Date of this
         Plan. As of each Valuation Date, the value of a Participant's Account
         shall consist of the balance of such Account as of the immediately
         preceding Valuation Date, increased by the amount of any contributions
         made and credited thereto since the immediately preceding Valuation
         Date, increased or decreased (as the case may be) by the amount of
         deemed investment earnings or losses credited to the investment funds
         selected by the Participant since the immediately preceding Valuation
         Date, and decreased by the amount of any distributions made from such
         Account since the immediately preceding Valuation Date.

6.5      VESTING OF ACCOUNTS. A Participant shall always be 100% vested in the
         value of his or her Account.

6.6      STATEMENT OF ACCOUNT. As soon as administratively feasible following
         the end of each Plan Year, the Plan shall deliver to each Participant a
         statement of his or her Account in the Plan.


                                    ARTICLE 7
                            DISTRIBUTION OF ACCOUNTS

7.1      GENERAL RULES. Except as provided in Sections 7.5, 10.2 and 12.2, no
         distribution of a Participant's Account hereunder shall be made prior
         to such Participant's death, retirement or termination of employment
         with the Company. All distributions of a Participant's Account shall be
         made in cash. When the Plan makes a distribution of less than the
         entire balance of a Participant's Account, the distribution shall be
         charged pro rata against each of the investment funds to which the
         Account is then allocated.

7.2      DISTRIBUTION FOLLOWING TERMINATION OF EMPLOYMENT. If a Participant's
         employment with the Company is terminated for any reason other than
         death or retirement (not including deferred retirement), the entire
         balance of such Participant's Account shall be paid to the Participant
         in a single lump sum distribution on the last business day of July in
         the Plan Year following the Plan Year in which such Participant's
         employment terminated.

7.3      DISTRIBUTION FOLLOWING RETIREMENT. If a Participant Retires from
         employment with the Company, the Participant's Account shall be paid
         commencing at the time and in one of the following methods of payment
         selected by such Participant no later than the December 31st of the
         Plan Year in which such Participant Retires:

         (a)      A single lump sum distribution; or


                                     PAGE 6

         (b)      Ten or fewer annual installments, with the amount of each
                  installment payment being determined by multiplying the
                  balance in the Participant's Account on the payment date by a
                  fraction having a numerator of one and a denominator equal to
                  the remaining number of scheduled installment payments.

         All lump sum and installment payments shall be made on the last
         business day of July in the Plan Year or Years selected by the
         Participant; provided, however, that no payments shall be made before
         the last business day of July in the Plan Year following the Plan Year
         in which such Participant retires, and provided further that no method
         of payment and commencement date selected by a Participant shall
         require the Plan to make any payment more than 10 years after the end
         of the Plan Year in which such Participant Retires.

7.4      DISTRIBUTION FOLLOWING DEATH. If a Participant dies before distribution
         of his or her Account has begun, the entire balance of such
         Participant's Account shall be paid to the Participant's Beneficiary in
         a single lump sum distribution on the last business day of July in the
         Plan Year following the Plan Year in which such Participant died. If a
         Participant dies after distribution of his or her Account has begun,
         the remaining balance of his or her Account (if any) shall be paid to
         the Participant's Beneficiary in accordance with the method of payment
         chosen by the Participant.

7.5      UNFORESEEABLE FINANCIAL EMERGENCY DISTRIBUTION. Upon finding that a
         Participant has suffered an Unforeseeable Financial Emergency, the
         Committee may, in its sole discretion, permit the Participant to
         withdraw an amount from his or her Account sufficient to alleviate the
         emergency.

7.6      WITHHOLDING; PAYROLL TAXES. To the extent required by the laws in
         effect at the time any payment is made, the Plan shall withhold from
         any payment made hereunder any taxes required to be withheld for
         federal, state or local government purposes.


                                    ARTICLE 8
                          DESIGNATION OF BENEFICIARIES

8.1      BENEFICIARY DESIGNATION. Each Participant shall have the right at any
         time to designate any person, persons, or entity, as Beneficiary or
         Beneficiaries to whom payment of the Participant's Account shall be
         made in the event of the Participant's death. Any designation made
         under the Plan may be revoked or changed by a new designation made
         prior to the Participant's death. Any such


                                     PAGE 7

         designation or revocation must be made in accordance with the rules
         established by the Plan Administrator, and will not be effective until
         received by the Plan.

8.2      BENEFICIARY PREDECEASES PARTICIPANT. If a Participant designates more
         than one Beneficiary to receive such Participant's Account and any
         Beneficiary shall predecease the Participant, the Plan shall distribute
         the deceased Beneficiary's share to the surviving Beneficiaries
         proportionately, as the portion designated by the Participant for each
         bears to the total portion designated for all surviving Beneficiaries.

8.3      ABSENCE OF EFFECTIVE DESIGNATION. If a Participant makes no designation
         or revokes a designation previously made without making a new
         designation, or if all persons designated shall predecease the
         Participant, the Plan shall distribute the balance of the deceased
         Participant's Account in the manner determined in accordance with the
         Participant's designation in effect under the VIP. In the event such
         Participant has no effective designation under the VIP, the Plan shall
         distribute the balance of the deceased Participant's Account to the
         first of the following survivors:

         (a)      The Participant's spouse;

         (b)      Equally to the Participant's children;

         (c)      Equally to the Participant's parents;

         (d)      Equally to the Participant's brothers and sisters; or

         (e)      The Participant's estate executors or administrators.

8.4      DEATH OF BENEFICIARY. If a Beneficiary to whom payments hereunder are
         to be made pursuant to the foregoing provisions of this Article 8
         survives the Participant but dies prior to complete distribution to the
         Beneficiary of the Beneficiary's share:

         (a)      unless the Participant has otherwise specified in his or her
                  designation, the Plan shall distribute the undistributed
                  portion of such Beneficiary's share to such person or persons,
                  including such Beneficiary's estate, as such Beneficiary shall
                  have designated in a designation made with the Plan prior to
                  such Beneficiary's death (which designation shall be subject
                  to change or revocation by such Beneficiary at any time); or

         (b)      if the Participant's designation specifies that such
                  Beneficiary does not have the power to designate a successor
                  Beneficiary or if such Beneficiary is granted such power but
                  fails to designate a successor Beneficiary prior


                                     PAGE 8

                  to such Beneficiary's death, the Plan shall distribute the
                  undistributed portion of such Beneficiary's share to such
                  Beneficiary's estate.

8.5      BENEFICIARY DISCLAIMER. Notwithstanding the foregoing provisions of
         this Article 8, in the event a Beneficiary, to whom payments hereunder
         would otherwise be made, disclaims all or any portion of that
         Beneficiary's interest in such payments, such disclaimed portion of
         such Beneficiary's interest in such payments shall pass to the person
         or persons specified by the Participant to take such disclaimed
         interest. In the event the Participant did not specify a person or
         persons to take disclaimed interests, such disclaimed portion of such
         Beneficiary's interest in such payments shall pass to the person or
         persons who would be entitled thereto pursuant to the Participant's
         designation or the designation made with respect to the VIP referenced
         above, whichever is applicable pursuant to the foregoing provisions of
         this Article 8, if such Beneficiary had died immediately preceding the
         death of the Participant.


                                    ARTICLE 9
                                  UNFUNDED PLAN

9.01     NO TRUST. This Plan is intended to be an "unfunded" plan of deferred
         compensation for the Participants. As such, the benefits payable under
         this Plan will be paid solely from the general assets of the Company.
         The Company does not intend to create any trust in connection with this
         Plan. The Company shall not have any obligation to set aside funds or
         make investments in the investment funds referred to in Article 6. The
         Company's obligations under this Plan shall be merely that of an
         unfunded and unsecured promise to pay money in the future.

9.02     UNSECURED GENERAL CREDITOR. No Participant or Beneficiary shall have
         any right to receive any benefit payments from this Plan except as
         provided in Articles 7 and 8. Until such payments are received, the
         rights of each Participant and Beneficiary under this Plan shall be no
         greater than the rights of a general unsecured creditor of the Company.


                                   ARTICLE 10
                      AMENDMENT AND TERMINATION OF THE PLAN

10.1     RIGHT TO AMEND. 3M may at any time amend or modify the Plan in whole or
         in part; provided, however, that no amendment or modification shall
         adversely affect the rights of any Participant or Beneficiary acquired
         under the terms of the Plan as in effect prior to such action. The
         consent of any Participant, Beneficiary, employer or other person shall
         not be a requisite to such amendment or modification of the Plan.


                                     PAGE 9

10.2     TERMINATION. While it expects to continue this Plan indefinitely, 3M
         reserves the right to terminate the Plan at any time and for any
         reason. Upon the termination of the Plan, all elections to contribute
         to the Plan shall be revoked and the Plan shall immediately distribute
         in cash to the respective Participants and Beneficiaries the entire
         remaining balances of the Accounts.


                                   ARTICLE 11
                               GENERAL PROVISIONS

11.1     ADMINISTRATION OF THE PLAN AND DISCRETION. This Plan shall be
         administered by the Plan Administrator, under the supervision and
         direction of the Committee. Both the Plan Administrator and the
         Committee shall have full power and authority to interpret the Plan, to
         establish, amend and rescind any rules, forms and procedures as they
         deem necessary for the proper administration of the Plan, and to take
         any other action as they deem necessary or advisable in carrying out
         their duties under the Plan. Any decisions, actions or interpretations
         of any provision of the Plan made by the Plan Administrator or the
         Committee shall be made in their respective sole discretion, need not
         be uniformly applied to similarly situated individuals and shall be
         final, binding and conclusive on all persons interested in the Plan.

11.2     NONASSIGNABILITY. Neither a Participant not any other person shall have
         any right to commute, sell, assign, transfer, pledge, anticipate,
         mortgage or otherwise encumber, transfer, hypothecate or convey in
         advance of actual receipt the amounts, if any, payable hereunder. All
         payments and the rights to all payments are expressly declared to be
         nonassignable and nontransferable. No part of the amounts payable
         hereunder shall, prior to actual payment, be subject to seizure or
         sequestration for the payment of any debts, judgments or decrees, or
         transferred by operation of law in the event of a Participant's or any
         Beneficiary's bankruptcy or insolvency. No part of any Participant's
         Account may be assigned or paid to such Participant's spouse in the
         event of divorce pursuant to a domestic relations order.

11.3     NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
         shall not be deemed to constitute a contract of employment between the
         Company and any Participant, and the Participants (or their
         Beneficiaries) shall have no rights against the Company except as may
         otherwise be specifically provided herein. Moreover, nothing in this
         Plan shall be deemed to give any Participant the right to be retained
         in the employment of the Company or to interfere with the right of the
         Company to discipline or discharge such Participant at any time for any
         reason whatsoever.


                                    PAGE 10

11.4     TERMS. Wherever any words are used herein in the singular or in the
         plural, they shall be construed as though they were used in the plural
         or in the singular, as the case may be, in all cases where they would
         so apply.

11.5     CAPTIONS. The captions of the articles and sections of this Plan are
         for convenience only and shall not control or affect the meaning or
         construction of any of its provisions.

11.6     GOVERNING LAW. The provisions of this Plan shall be construed and
         interpreted according to the laws of the State of Minnesota.

11.7     VALIDITY. In case any provision of this Plan shall be ruled or declared
         invalid for any reason, said illegality or invalidity shall not affect
         the remaining parts hereof, but this Plan shall be construed and
         enforced as if such illegal or invalid provision had never been
         inserted herein.

11.8     CLAIMS PROCEDURE. Any Participant or Beneficiary who disagrees with any
         decision regarding his or her benefits under this Plan shall submit a
         written request for review to the Plan Administrator. The Plan
         Administrator shall respond in writing to such a request within 60 days
         of his or her receipt of the request. The Plan Administrator may,
         however, extend the reply period for an additional 60 days for
         reasonable cause. The Plan Administrator's response shall be written in
         a manner calculated to be understood by the Participant or Beneficiary,
         and shall set forth:

         (a)      the specific reason or reasons for any denial of benefits;

         (b)      specific references to the provision or provisions of this
                  Plan on which the denial is based;

         (c)      a description of any additional information or material
                  necessary for the Participant or Beneficiary to improve his or
                  her claim, and an explanation of which such information or
                  material is necessary; and

         (d)      an explanation of the Plan's claims review procedure and other
                  appropriate information as to the steps to be taken if the
                  Participant or Beneficiary wishes to appeal the Plan
                  Administrator's decision.

         If the Participant or Beneficiary disagrees with the decision of the
         Plan Administrator, he or she shall file a written appeal with the
         Committee within 120 days after receiving the Plan Administrator's
         response. The Committee shall respond in writing to such an appeal
         within 90 days of its receipt of the appeal. The Committee may,
         however, extend the reply period for an additional 90 days for
         reasonable cause. The Committee's response shall be written in a manner


                                    PAGE 11

         calculated to be understood by the Participant or Beneficiary, and
         shall both set forth the specific reasons for its decision and refer to
         the specific provision or provisions of the Plan on which its decision
         is based.

11.9     SUCCESSORS. The provisions of this Plan shall bind and inure to the
         benefit of the Company and its successors and assigns. The term
         successors as used herein shall include any corporation or other
         business entity which shall, whether by merger, consolidation, purchase
         or otherwise, acquire substantially all of the business and assets of
         the Company, and successors of any such corporation or other business
         entity.

11.10    INCOMPETENT. In the event that it shall be found upon evidence
         satisfactory to the Plan Administrator that any Participant or
         Beneficiary to whom a benefit is payable under this Plan is unable to
         care for his or her own affairs because of illness or accident, any
         payment due (unless prior claim therefore shall have been made by a
         duly authorized guardian or other legal representative) may be paid,
         upon appropriate indemnification of the Plan, to the spouse or other
         person deemed by the Plan Administrator to have accepted responsibility
         for such Participant or Beneficiary. Any such payment made pursuant to
         this Section 11.10 shall be in complete discharge of any liability
         therefore under this Plan.

11.11    INDEMNIFICATION. To the extent permitted by law, the Company shall
         indemnify the Plan Administrator and the members of the Committee
         against any and all claims, losses, damages, expenses and liability
         arising from their responsibilities or the performance of their duties
         in connection with the Plan which is not covered by insurance paid for
         by the Company, unless the same is determined to be due to gross
         negligence or intentional misconduct.


                                   ARTICLE 12
                                CHANGE IN CONTROL

12.1     DEFINITIONS. For purposes of this Article 12, the following words and
         phrases shall have the meanings indicated below, unless the context
         clearly indicates otherwise:

         (a)      "Person" shall have the meaning associated with that term as
                  it is used in sections 13(d) and 14(d) of the Act.

         (b)      "Affiliates and Associates" shall have the meanings assigned
                  to such terms in Rule 12b-2 promulgated under section 12 of
                  the Act.

         (c)      "Act" means the Securities Exchange Act of 1934.


                                    PAGE 12

         (d)      "Continuing Directors" shall have the meaning assigned to such
                  term in Article Thirteenth of 3M's Restated Certificate of
                  Incorporation.

         (e)      "Code" means the Internal Revenue Code of 1986, as amended.

         (f)      "3M" means Minnesota Mining and Manufacturing Company, a
                  Delaware corporation.

12.2     TERMINATION UPON CHANGE IN CONTROL. This Plan shall terminate and the
         Plan shall immediately distribute in cash to the respective
         Participants the amounts credited to all Accounts upon the occurrence
         of a Change in Control of 3M.

12.3     DEFINITION OF CHANGE IN CONTROL. For purposes of this Article 12, a
         Change in Control of 3M shall be deemed to have occurred if:

         (a)      any Person (together with its Affiliates and Associates),
                  other than a trustee or other fiduciary holding securities
                  under an employee benefit plan of 3M, is or becomes the
                  "beneficial owner" (as that term is defined in Rule 13d-3
                  promulgated under the Act), directly or indirectly, of
                  securities of 3M representing thirty percent (30%) or more of
                  the combined voting power of 3M's then outstanding securities,
                  unless a majority of the Continuing Directors of 3M's Board of
                  Directors prior to that time have determined in their sole
                  discretion that, for purposes of the Plan, a Change in Control
                  of 3M has not occurred; or

         (b)      the Continuing Directors of 3M's Board of Directors shall at
                  any time fail to constitute a majority of the members of such
                  Board of Directors.

12.4     GROSS UP FOR EXCISE TAX. In the event that the payments made pursuant
         to this Article 12 are finally determined to be subject to the excise
         tax imposed by section 4999 of the Code, the Company shall pay to each
         Participant an additional amount such that the net amount retained by
         such Participant, after allowing for the amount of such excise tax and
         any additional federal, state and local income taxes paid on the
         additional amount, shall be equal to the Account balance distributed to
         such Participant pursuant to this Article 12.

12.5     REIMBURSEMENT OF FEES AND EXPENSES. The Company shall pay to each
         Participant the amount of all reasonable legal and accounting fees and
         expenses incurred by such Participant in seeking to obtain or enforce
         his or her rights under this Article 12 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 12, unless a lawsuit commenced by the Participant for
         such purposes is dismissed by the court as being spurious or


                                    PAGE 13

         frivolous. The Company shall also pay to each Participant the amount of
         all reasonable tax and financial planning fees and expenses incurred by
         such Participant in connection with such Participant's receipt of
         payments pursuant to this Article 12.

                                    PAGE 14