Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934


3M Company
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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George W. Buckley
Chairman of the Board, President and
Chief Executive Officer

I am pleased to invite you to attend 3M's Annual Meeting of Stockholders, which will be held on Tuesday, May 12, 2009, at 10 a.m., Central Daylight Time at the RiverCentre, 175 West Kellogg Boulevard, St. Paul, Minnesota.

Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement. I will report on Company operations and discuss our plans for growth. There will also be time for your questions and comments.

The fine attendance of our stockholders at Annual Meetings over the years has been very helpful in maintaining good communication. I sincerely hope you will be able to join us. Your attendance cards to the Annual Meeting are located on the back cover of this proxy statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote on the Internet, by telephone, or, if this proxy statement was mailed to you, by completing and mailing the enclosed traditional proxy card. Please review the instructions on the proxy card or the electronic proxy material delivery notice regarding each of these voting options.

2009 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF 2009 ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS


TIME AND DATE	10:00 a.m., Central Daylight Time on Tuesday, May 12, 2009
PLACE	RiverCentre 175 West Kellogg Boulevard St. Paul, Minnesota 55102
ITEMS OF BUSINESS	(1)	To elect the ten directors identified in this Proxy Statement, each for a term of one year.
	(2)	To ratify the appointment of PricewaterhouseCoopers LLP as 3M's independent registered public accounting firm.
	(3)	To consider two stockholder proposals, if properly presented at the meeting. See the Table of Contents for a description of the stockholder proposals.
	(4)	To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement.
ADJOURNMENTS AND POSTPONEMENTS	Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
ANNUAL REPORT	Our 2008 Annual Report, which is not part of the proxy soliciting materials, is enclosed if the proxy materials were mailed to you. The Annual Report is accessible on the Internet by visiting www.proxyvote.com, if you have received the electronic proxy material delivery notice or already consented to the electronic delivery.
RECORD DATE	You are entitled to vote if you were a stockholder of record at the close of business on Friday, March 13, 2009.
MEETING ADMISSION	Either an admission ticket or proof of ownership of 3M stock, as well as a form of personal identification, must be presented in order to be admitted to the Annual Meeting. If you are a stockholder of record, your admission ticket is included on the back cover of this proxy statement. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other proof of ownership with you to the Meeting, or you may request an admission ticket in advance. Please refer to the section entitled "Annual Meeting Admission" on page 1 for further details.
VOTING	For instructions on voting, please refer to the instructions on the E-Proxy Notice you received in the mail or, if you requested or received a hard copy of the Proxy Statement, on your enclosed proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2009: The Notice of Annual Meeting, Proxy Statement and the 2008 Annual Report are available at www.proxyvote.com. Enter the 12-digit control number located on the E-Proxy Notice or proxy card and click "View 2009 Shareholder Material."

THIS PROXY STATEMENT AND PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT MARCH 25, 2009.

The Board of Directors (the "Board") of 3M Company, a Delaware corporation ("3M" or the "Company") is soliciting proxies for the Annual Meeting of Stockholders. You are receiving a proxy statement because you own shares of 3M common stock that entitle you to vote at the meeting. By use of a proxy, you can vote whether or not you attend the meeting. The proxy statement describes the matters we would like you to vote on and provides information on those matters so you can make an informed decision.

The information included in this proxy statement relates to proposals to be voted on at the meeting (if properly presented), the voting process, 3M's Board and Board committees, the compensation of directors and certain executive officers, and other required information.

The purpose of the Annual Meeting is to elect directors and to conduct the business described in the Notice of Annual Meeting.

Only stockholders are invited to attend the meeting. An admission ticket or proof of ownership of 3M stock, along with personal identification, must be presented in order to be admitted to the Annual Meeting. If you are a stockholder of record, your admission ticket is on the back of this proxy statement. If your shares are held in the name of a bank, broker, or other holder of record, you must bring a brokerage statement or other proof of ownership with you to the Annual Meeting, or obtain an admission ticket in advance. Tickets are also available on the Internet voting site — www.proxyvote.com. If you do not provide photo identification or comply with the other procedures outlined above, you will not be admitted to the Annual Meeting.

No cameras (including cell phone cameras), recording equipment, electronic devices, large bags, briefcases, or packages will be permitted in the Annual Meeting.

Each share of our common stock outstanding as of the close of business on March 13, 2009, the record date, is entitled to one vote at the Annual Meeting on each matter properly brought before the meeting. As of that date, there were approximately 693,691,400 shares of common stock issued and outstanding.

Most 3M stockholders hold their shares through a stockbroker, bank, trustee, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially:

The following proposals are scheduled to be voted on at the meeting. 3M's Board recommends that you vote your shares as indicated below.

Other than the proposals described in this proxy statement, the Board is not aware of any other matters to be presented for a vote at the Annual Meeting. If you grant a proxy by telephone, Internet, or by signing and returning your proxy card, any of the persons appointed by the Board of Directors as proxy holders — George W. Buckley, Patrick D. Campbell, and Gregg M. Larson — will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If any of our nominees is unavailable as a candidate for director, the above-named proxy holders will vote your proxy for another candidate or candidates as may be nominated by the Board of Directors.

Voting Requirements to Elect Directors and Approve Each of the Proposals Described in this Proxy Statement

Quorum — The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Abstentions and "broker non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A "broker non-vote" occurs when a bank, broker, or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

If you are a beneficial owner (other than as a participant in the 3M Voluntary Investment Plan and Employee Stock Ownership Plan or the 3M Savings Plan), your bank, broker, or other holder of record is permitted to vote your shares on the election of directors and the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm, even if the record holder does not receive voting instructions from you.

Election of Directors — On February 10, 2009, the Board of Directors approved an amendment to the Company's Bylaws to change the vote standard from a plurality to a majority of the votes cast at any meeting for the election of directors at which a quorum is present in elections that are not Contested Elections (as hereinafter defined). A majority of votes cast means the number of votes cast "for" a director's election exceeds the number of votes cast "against" that director's election with "abstentions" and "broker non-votes" not counted as a vote cast either "for" or "against" that director's election.

However, if, as of the tenth (10th) day preceeding the date the Company first mails its notice of meeting for such meeting to the Company's Stockholders, the number of nominees exceeds the number of directors to be elected (a "Contested Election"), the directors shall be elected by the vote of a plurality of the votes cast (which means that the nominees who receive the most affirmative votes are elected to serve as directors).

For an election where the majority vote standard applies, the Nominating and Governance Committee has established procedures under which any incumbent director who is not elected shall offer to tender his or her resignation to the Board. In the event an incumbent director fails to receive a majority of the votes cast in an election that is not a Contested Election, the Nominating and Governance Committee, or such other committee designated by the Board of Directors, shall make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board of Directors shall act on the resignation, taking into account the Committee's recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the Securities and Exchange Commission) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision within ninety (90) days following certification of the election results. The Nominating and Governance Committee in making its recommendation and the Board of Directors in making its decision each may consider any factors and other information that they consider appropriate and relevant.

An incumbent director who fails to receive a majority of the votes cast in an election that is not a Contested Election (as defined above) and who tenders his or her resignation pursuant to these Guidelines shall remain active and engaged in Board activities while the Nominating and Governance Committee and the Board decide whether to accept or reject such resignation, or whether other action should be taken; provided, however, it is expected that such incumbent director shall not participate in any proceedings by the Nominating and Governance Committee or the Board regarding whether to accept or reject such director's resignation, or whether to take other action with respect to such director.

If the Board of Directors accepts a director's resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to the Bylaws.

All Other Proposals — The affirmative "FOR" vote of a majority of those shares present in person or represented by proxy at the meeting and entitled to vote on the matter is required to approve all other proposals. In tabulating the voting result for any particular proposal, abstentions and, if applicable, broker non-votes are not counted as votes "FOR" or "AGAINST" the proposal. An abstention will, however, be counted as entitled to vote on a proposal and will, therefore, have the effect of a vote "AGAINST." Each stockholder proposal is presented as a request to the Board to take action. Affirmative votes for these stockholder proposals will inform the Board about the level of support for the proposals.

If you hold shares directly as the stockholder of record, you may vote by granting a proxy or vote in person at the Annual Meeting by requesting a ballot, or, if you hold shares beneficially in street name, by submitting voting instructions to your broker or nominee. If you own shares beneficially as a participant in the 3M Voluntary Investment Plan and Employee Stock Ownership Plan or the 3M Savings Plan, you may vote by submitting voting instructions to the trustee. In most instances, you will be able to do this over the Internet, by telephone, or by mail. Even if you plan to attend the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Annual Meeting. Please refer to the summary instructions below and those included on your E-Proxy Notice or proxy card or, for shares held in street name, the voting instruction card included by your broker or nominee.

The Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you

vote by telephone or on the Internet, you do not need to return your proxy card. Telephone and Internet voting for stockholders of record will be available 24 hours a day, up until 10:59 p.m. (Central Time) on May 11, 2009. Participants in 3M's Voluntary Investment Plan and Employee Stock Ownership Plan and the 3M Savings Plan may instruct the trustee how to vote their shares via the Internet, by telephone, or by signing and returning the proxy card by 10:59 p.m. (Central Time) on May 7, 2009.

All shares that have been properly voted and not revoked will be voted at the Annual Meeting.

You may change your proxy instructions at any time prior to the vote at the Annual Meeting. You may enter a new vote by using the Internet or the telephone or by mailing a new proxy card or new voting instruction card bearing a later date (which will automatically revoke your earlier voting instructions). For shares held directly in your name, you may accomplish this by granting a new proxy or by voting in person at the Annual Meeting. For shares held beneficially by you, you may change your vote by submitting new voting instructions to your broker or nominee.

In the election of directors, you may vote "FOR" or "AGAINST" one or more of the nominees or you may "ABSTAIN." For the other proposals, you may vote "FOR," "AGAINST," or "ABSTAIN" except that if you "ABSTAIN," it has the same effect as a vote "AGAINST." If you sign your proxy card or broker voting instruction card with no further instructions, your shares will be voted in accordance with the recommendations of the Board. Shares held in your account in the 3M Voluntary Investment Plan and Employee Stock Ownership Plan or the 3M Savings Plan will be voted by the trustee as described in "Stockholders Entitled to Vote" on page 2.

Representatives of Wells Fargo Bank, N.A., 3M's transfer agent, will tabulate the votes and act as the inspectors of election.

The Company's Board of Directors has a policy that all stockholder proxies, ballots, and tabulations that identify stockholders are to be maintained in confidence. No such document will be available for examination, and the identity and vote of any stockholder will not be disclosed, except as necessary to meet legal requirements and allow the inspectors of election to certify the results of the stockholder vote. The policy also provides that inspectors of election for stockholder votes must be independent and cannot be employees of the Company. Occasionally, stockholders provide written comments on their proxy card that may be forwarded to 3M management.

We will announce preliminary voting results at the meeting and publish final results in our Quarterly Report on Form 10-Q for the quarter ending June 30, 2009. A news release with voting results will be available on our Web site www.3M.com/profile/pressbox/index.jhtml.

Securities and Exchange Commission rules allow us to deliver a single copy of an annual report and proxy statement to any household not participating in electronic proxy material delivery at which two or more stockholders reside, if we believe the stockholders are members of the same family. This rule benefits both you and the Company. We believe it eliminates irritating duplicate mailings that stockholders living at the same address receive and it reduces our printing and mailing costs. This rule applies to any annual reports, proxy statements, proxy statements combined with a prospectus or information statements. Each stockholder will continue to receive a separate proxy card or voting instruction card.

Your household may have received a single set of proxy materials this year. If you prefer to receive your own copy now or in future years, please request a duplicate set by calling 1-800-579-1639, by going to the following Web site: www.proxyvote.com, or by E-mail at sendmaterial@proxyvote.com, or in writing to 3M Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If a broker or other nominee holds your shares, you may continue to receive some duplicate mailings. Certain brokers will eliminate duplicate account mailings by allowing stockholders to consent to such elimination, or through implied consent if a stockholder does not request continuation of duplicate mailings. Since not all brokers and nominees may offer stockholders the opportunity this year to eliminate duplicate mailings, you may need to contact your broker or nominee directly to discontinue duplicate mailings to your household.

The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the meeting for any purpose germane to the meeting, between the hours of 7:45 a.m. and 4:30 p.m. (Central Time), at our principal executive offices at 3M Center, St. Paul, Minnesota, by contacting the Secretary of the Company.

3M will pay for the cost of preparing, assembling, printing, mailing, and distributing these proxy materials. You will need to obtain your own Internet access if you choose to access the proxy materials and/or vote over the Internet. In addition to mailing these proxy materials, the solicitation of proxies or votes may be made in person, by telephone, or electronic communication by our directors, officers, and employees, who do not receive any additional compensation for these solicitation activities. We have hired Georgeson Shareholder Communications, Inc. to assist us in the distribution of proxy materials and the solicitation of votes. We will pay Georgeson Shareholder Communications, Inc. a fee of $20,000 plus expenses for these services. We will also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to beneficial owners of stock.

Our Transfer Agent is Wells Fargo Bank, N.A. All communications concerning stockholders of record accounts, including address changes, name changes, common stock transfer requirements, and similar issues can be handled by contacting Wells Fargo Bank, N.A. at 1-800-401-1952 (U.S.), 651-450-4064 (outside the U.S.), www.wellsfargo.com/shareownerservices, or in writing, 161 North Concord Exchange, South St. Paul, MN 55075.

The Board has adopted Corporate Governance Guidelines that, along with the charters of the Board committees, provide the framework for the governance of the Company. The Board's Nominating and Governance Committee is responsible for overseeing and reviewing the Guidelines at least annually, and recommending any proposed changes to the Board for approval. The Corporate Governance Guidelines and charters of the Board committees are available on our Web site at www.3M.com, under Investor Relations — Corporate Governance.

Independent directors regularly meet in executive sessions without the Chairman and CEO or other members of management present to review the criteria upon which the performance of the Chairman and CEO is based, to review the performance of the Chairman and CEO against those criteria, to ratify the compensation of the Chairman and CEO as approved by the Compensation Committee, and to discuss any other relevant matters.

The 3M Board of Directors has appointed an independent director to serve in a lead capacity ("Lead Director") to coordinate the activities of the other independent directors, and to perform such other duties and responsibilities as the Board of Directors may determine. Currently the Lead Director is Vance D. Coffman. The Lead Director:

The Board of Directors has adopted the following process for stockholders and other interested parties to send communications to members of the Board. Stockholders and other interested parties may communicate with the Lead Director, the chairs of the Audit, Compensation, Finance, and Nominating and Governance Committees of the Board, or with any of our other independent directors, by sending a letter to the following address: Corporate Secretary, 3M Company, 3M Center, Building 220-13E-34, St. Paul, MN 55144-1000.

Pursuant to New York Stock Exchange listing standards, the Board of Directors has adopted a formal set of categorical Director Independence Guidelines with respect to the determination of director independence, the full text of which is attached as Appendix A to this proxy statement. In accordance with these Guidelines, a director or nominee for director must be determined to have no material relationship with the Company other than as a director. The Guidelines specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their

immediate families with respect to past employment or affiliation with the Company or its independent registered public accounting firm. The Guidelines also prohibit Audit Committee members from having any direct or indirect financial relationship with the Company, and restrict both commercial and not-for-profit relationships of all directors with the Company. Directors may not be given personal loans or extensions of credit by the Company, and all directors are required to deal at arm's length with the Company and its subsidiaries, and to disclose any circumstance that might be perceived as a conflict of interest.

In accordance with these Guidelines, the Board undertook its annual review of director independence. During this review, the Board considered transactions and relationships between each director, or any member of his or her immediate family and the Company and its subsidiaries and affiliates in each of the most recent three completed fiscal years. The Board also considered whether there were any transactions or relationships between directors or any member of their immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner, or significant equity holder). The Board considered that in the ordinary course of business, transactions may occur between the Company and its subsidiaries and companies at which some of our directors are or have been officers. In particular, with respect to each of the most recent three completed fiscal years, the Board evaluated for each of the directors, Michael L. Eskew, W. James Farrell, Herbert L. Henkel, Edward M. Liddy, and Robert J. Ulrich, the annual amount of sales to 3M by the company where he serves (or served) as an executive officer, and purchases by that company from 3M, and determined that the amount of sales and purchases in each fiscal year was below one percent of the annual revenues of each of those companies, the threshold set forth in the Director Independence Guidelines. The Board also considered charitable contributions to not-for-profit organizations with which our directors or immediate family members are affiliated, none of which approached the levels set forth in our Director Independence Guidelines.

As a result of this review, the Board affirmatively determined that the following directors are independent under these Guidelines: Linda G. Alvarado, Vance D. Coffman, Michael L. Eskew, W. James Farrell, Herbert L. Henkel, Edward M. Liddy, Robert S. Morrison, Aulana L. Peters, and Robert J. Ulrich. The Board has also determined that no members of the Audit Committee received any compensation from the Company other than directors' fees. George W. Buckley is considered to not be independent because of his employment as Chairman of the Board, President and Chief Executive Officer of the Company.

The Nominating and Governance Committee ("Committee") identifies individuals that the Committee believes are qualified to become Board members in accordance with the Board Membership Criteria set forth below, and recommends selected individuals to the Board for nomination to stand for election at the next meeting of stockholders of the Company in which directors will be elected. In the event there is a vacancy on the Board between meetings of stockholders, the Committee seeks to identify individuals that the Committee believes are qualified to become Board members in accordance with the Board Membership Criteria set forth below, and may recommend one or more of such individuals for appointment to the Board.

The Committee has a policy to consider properly submitted stockholder nominees for candidates for membership on the Board of Directors. Stockholders proposing individuals for consideration by the Committee must include at least the following information about the proposed nominee: the proposed nominee's name, age, business or residence address, principal occupation or employment, and

whether such person has given written consent to being named in the proxy statement as a nominee and to serving as a director if elected. Stockholders should send the required information about the nominee to:

In order for an individual proposed by a stockholder to be considered by the Committee for recommendation as a Board nominee for the 2010 Annual Meeting, the Corporate Secretary must receive the proposal no later than 5 p.m. Central Time on November 25, 2009. Such proposals must be sent via registered, certified, or express mail (or other means that allows the stockholder to determine when the proposal was received by the Company). The Corporate Secretary will send properly submitted stockholder proposed nominations to the Committee Chair for consideration at a future Committee meeting. Individuals proposed by stockholders in accordance with these procedures will receive the same consideration that individuals identified to the Committee through other means receive.

In addition, 3M's Bylaws permit stockholders to nominate directors at an annual meeting of stockholders or at a special meeting at which directors are to be elected in accordance with the notice of meeting. Stockholders intending to nominate a person for election as a director must comply with the requirements set forth in the Company's Bylaws. With respect to nominations to be acted upon at our 2010 Annual Meeting, our Bylaws would require, among other things, that the Corporate Secretary receive written notice from the record stockholder no earlier than January 12, 2010, and no later than February 11, 2010. The notice must contain the information required by the Bylaws, a copy of which is available upon request to the Corporate Secretary. Nominations received after February 11, 2010, will not be acted upon at the Annual Meeting.

The Committee periodically reviews with the Board the requisite skills and characteristics of its members. 3M's Corporate Governance Guidelines contain Board Membership Criteria that apply to nominees for a position on 3M's Board. The Committee periodically reviews with the Board the appropriate skills and characteristics required of Board members given the current Board composition. It is the intent of the Board that the Board, itself, will be a high performance organization creating competitive advantage for the Company. To perform as such, the Board will be comprised of individuals who have distinguished records of leadership and success in their arena of activity and who will make substantial contributions to Board operations and effectively represent the interests of all stockholders. The Committee's and the Board's assessment of Board candidates includes, but is not limited to, consideration of:

In addition to these minimum requirements, the Committee will also evaluate whether the nominee's skills are complementary to the existing Board members' skills, the Board's needs for particular expertise in fields such as business, manufacturing, technology, financial, marketing, international, governmental, or other areas of expertise, and assess the nominee's impact on Board dynamics and effectiveness.

The Committee periodically reviews the appropriate size and composition of the Board and anticipates future vacancies and needs of the Board. In the event the Committee recommends an increase in the size of the Board or a vacancy occurs, the Committee considers qualified nominees from several sources, including current Board members and nominees recommended by stockholders and other persons.

The Committee may from time to time retain a director search firm to help the Committee identify qualified director nominees for consideration by the Committee.

The Committee evaluates qualified director nominees at regular or special Committee meetings against the current Board Membership Criteria described above and reviews qualified director nominees with the Board. The Committee and the Chairman of the Board interview candidates that meet the Board Membership Criteria and the Committee selects nominees that best suit the Board's current needs and recommends one or more of such individuals for election to the Board.

More than a century of operating with honesty and integrity has earned 3M trust from our customers, credibility with our communities, and dedication from our employees. All of our employees, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, are required to abide by 3M's business conduct policies to ensure that our business is conducted in a consistently legal and ethical manner. These policies form the foundation of a comprehensive process that includes compliance with corporate policies and procedures and a companywide focus on uncompromising honesty and integrity in every aspect of our operations. Our business conduct policies cover many topics, including antitrust and competition law, conflicts of interest, financial reporting, protection of confidential information, and compliance with all laws and regulations applicable to the conduct of our business.

Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the business conduct policies. The Audit Committee has adopted procedures to receive, retain, and treat complaints received regarding accounting, internal accounting controls, or auditing matters, and to allow for the confidential and anonymous submission by employees or others of concerns regarding questionable accounting or auditing matters. Information on how to submit any such communications can be found on 3M's Web site at http://www.3m.com/busconducttrain/.

The Board of Directors has adopted a Code of Business Conduct and Ethics for directors of the Company. This Code incorporates long-standing principles of conduct the Company and the Board follow to ensure the Company's business and the activities of the Board are conducted with integrity, adherence to the highest ethical standards, and in compliance with the law.

The Company's Business Conduct Policies for employees and the Code of Business Conduct and Ethics for Directors are available on our Web site at www.3M.com under Investor Relations — Corporate Governance, and copies of these policies are also available to any stockholder upon request to Investor Relations.

The Board of Directors has adopted a written Related Person Transaction Policy which is administered by the Nominating and Governance Committee. This policy applies to any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a Related Person has a direct or indirect material interest. Under the Policy, Company management will determine whether a transaction meets the requirements of a Related Person Transaction requiring review by the Committee. Transactions that fall within this definition will be referred to the Committee for approval, ratification, or other action. Based on its consideration of all of the relevant facts and circumstances, the Committee will decide whether or not to approve such transaction and will approve only those transactions that are in the best interests of the Company. In the course of its review and approval or ratification of a transaction, the Committee shall consider:

Any Committee member who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting such approval or ratification; provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the Committee which considers the transaction.

In 2002 and 2003, a 3M stockholder submitted a shareholder proposal to 3M regarding the approval process for adopting a stockholders' rights plan (also known as a "poison pill"). 3M does not have a rights plan and is not currently considering adopting one. The Board continues to believe, however, that there may be circumstances under which adoption of a rights plan would be necessary to give the Board the negotiating power and leverage to obtain the best result for 3M stockholders in the context of a takeover effort.

Following consideration of the favorable vote the stockholder proposal received and in light of this belief, the Board has adopted and reaffirmed a statement of policy on this topic. The Board's policy is that it will only adopt a rights plan if either (1) stockholders have approved adoption of the rights plan or (2) the Board in its exercise of its fiduciary responsibilities, including a majority of the independent members of the Board, makes a determination that, under the circumstances existing at the time, it is in the best interests of 3M's stockholders to adopt a rights plan without the delay in adoption that would come from the time reasonably anticipated to seek stockholder approval.

The Board has directed the Nominating and Governance Committee to review this policy statement on an annual basis and to report to the Board on any recommendations it may have concerning the policy. The terms of the policy, as in effect, will be included in 3M's published Corporate Governance Guidelines and its proxy statement.

The Board currently has ten directors and the following four Committees: Audit, Compensation, Finance, and Nominating and Governance. The membership during 2008 and the function of each Committee are described below.

During 2008, the Board of Directors held six regularly scheduled meetings and three special meetings. Overall attendance at Board and committee meetings was 93 percent. Four, two, one, two and one of our directors attended 100, 95, 90, 85, and 80 percent, respectively, of the regularly scheduled and special meetings of the Board and Board committees on which they served in 2008.

The Company has a long-standing policy that directors are expected to attend the Annual Meeting of Stockholders unless extenuating circumstances prevent them from attending. All directors attended last year's Annual Meeting of Stockholders.

The Board and each Committee conducted an evaluation of their performance in 2008.

In 2008, the Audit Committee met seven times. The Committee assists the Board in its oversight of the integrity of the Company's financial statements, compliance with legal and regulatory requirements, the qualifications, independence, and performance of the Company's independent registered public accounting firm (the "Independent Accounting Firm"), and the performance of the Company's internal auditing department. In addition, the Committee:

The Board of Directors has determined that all of the Audit Committee members are "independent," "financially literate," and have "accounting or related financial management expertise" under the New York Stock Exchange listing standards. The Board has also determined that all of the Audit Committee members — Edward M. Liddy (chair), Linda G. Alvarado, Michael L. Eskew, W. James Farrell, and Herbert L. Henkel — are "audit committee financial experts" as that term is defined by applicable SEC regulations. The charter of the Audit Committee is available at www.3M.com under Investor Relations — Corporate Governance — Committee Charters.

In 2008, the Compensation Committee met seven times. The Committee reviews the Company's compensation practices and policies, annually reviews and approves (subject to ratification by the independent directors of the Board) the compensation for the CEO, annually reviews and approves the compensation for the other senior executives, evaluates CEO performance, reviews and discusses with management of the Company the Compensation Discussion and Analysis prepared in accordance with the SEC's disclosure rules for executive compensation, and furnishes a report for inclusion in the Company's proxy statement. In addition, the Committee:

The Board of Directors has determined that all Compensation Committee members are "independent" under the New York Stock Exchange listing standards. The Board has also determined that each Compensation Committee member qualifies as a "Non-Employee Director" under Rule 16b-3 of the Securities Exchange Act of 1934 and that each member (except Robert S. Morrison due to his service in 2005 as interim CEO), qualifies as an "outside director" under Section 162(m) of the Internal Revenue Code. The charter of the Compensation Committee is available at www.3M.com under Investor Relations — Corporate Governance — Committee Charters.

The Finance Committee met six times in 2008. The Committee assists the Board with its oversight of the Company's capital structure, financing, investment, and other financial matters of importance to the Company. In addition, the Committee:

The Board of Directors has determined that all Finance Committee members are "independent" under the New York Stock Exchange listing standards. The charter of the Finance Committee is available at www.3M.com under Investor Relations — Corporate Governance — Committee Charters.

In 2008, the Nominating and Governance Committee met four times. The Committee establishes Board membership criteria, assists the Board by identifying individuals qualified to become Board members, recommends to the Board matters of corporate governance, facilitates the annual review of the performance of the Board and its Committees, and periodically reviews CEO and management succession plans. In addition, the Committee:

The Board of Directors has determined that all Nominating and Governance Committee members are "independent" under the New York Stock Exchange listing standards. The charter of the Nominating and Governance Committee is available at www.3M.com under Investor Relations — Corporate Governance — Committee Charters.

The Nominating and Governance Committee periodically receives reports on the status of Board compensation in relation to other large U.S. companies and is responsible for recommending to the Board changes in compensation for nonemployee directors. In developing its recommendations, the Committee is guided by the following goals: compensation should fairly pay directors for work required in a company of 3M's size and scope, a significant portion of the total compensation should be paid in common stock to align directors' interests with the long-term interests of stockholders, and the structure of the compensation should be simple and transparent. Periodically, at the request of the Committee, Frederic W. Cook & Co., Inc. conducts a survey of director compensation at other large U.S. companies and provides expert advisory support to the Committee on the compensation of nonemployee directors. Neither the Company nor the Nominating and Governance Committee has any arrangement with any other compensation consultant who has a role in determining or recommending the amount or form of director compensation. Nonemployee directors' compensation includes the following compensation elements:

Annual Compensation — For 2008, the annual compensation for nonemployee directors was $205,000. Except as indicated, the annual compensation is payable in four installments following the end of each quarter of service, approximately 40 percent (or $85,000) in cash and approximately 60 percent (or $120,000) in stock payable after the Annual Meeting. In addition, the chair of a Board committee received an additional annual fee of $15,000. There are no meeting fees. In lieu of the cash fees, a director may elect to receive common stock of the Company. Each nonemployee director may voluntarily defer all or part of their annual cash fees or stock award until they cease to be members of the Board.

All Other Compensation — The column below showing "All Other Compensation" includes the following items:

Each of these components is described in more detail below. The total 2008 compensation of our nonemployee directors is shown in the following table:



Director	Fees Earned Or Paid in Cash($)(1)		Stock Awards($)(2)		All Other Compensation ($)(3)		Total ($)

Linda G. Alvarado		85,000		120,000		2,662		207,662

Vance D. Coffman*		100,000		120,000		10,313		230,313

Michael L. Eskew*		100,000		120,000		7,551		227,551

W. James Farrell		85,000		120,000		—		205,000

Herbert L. Henkel		85,000		120,000		—		205,000

Edward M. Liddy*		100,000		120,000		1,000		221,000

Robert S. Morrison*		94,519		120,000		10,000		224,519

Aulana L. Peters		85,000		120,000		10,272		215,272

Rozanne L. Ridgway(4)		36,813		44,055		1,043		81,911

Robert J. Ulrich(5)		53,942		76,603		—		130,545

Expenses. Nonemployee directors are reimbursed for their expenses in connection with attending Board meetings (including expenses related to spouses when they are invited to attend Board

events). Nonemployee directors may use the Company aircraft for travel to and from 3M Board meetings.

Stock Ownership Guidelines. The Board requires that each director retain the stock portion (currently valued at $120,000) of the annual compensation issued on or after October 1, 2007, until the director leaves the Board. Information regarding accumulated stock and deferred stock units is set forth in the section entitled "Information on Stock Ownership of Directors and Executive Officers."

The Board of Directors currently has ten members. At the 2009 Annual Meeting, each of the directors is standing for reelection to hold office until the 2010 Annual Meeting of Stockholders.

In accordance with 3M's Bylaws, each director is elected by the vote of the majority of votes cast (which means the number of votes cast "for" a director's election exceeds the number of votes cast "against" that director's election with "abstentions" and "broker non-votes" not counted as a vote cast either "for" or "against" that director's election) with respect to that director's election at any meeting for the election of directors at which a quorum is present, provided that if, as of the tenth (10th) day preceding the date the Company first mails its notice of meeting for such meeting to the Company's stockholders, the number of nominees exceeds the number of directors to be elected (a "Contested Election"), the directors shall be elected by the vote of a plurality of the votes cast (which means that the nominees who receive the most affirmative votes are elected to serve as directors).

Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or retirement.

We expect each nominee for election as a director to be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board.

The principal occupation and certain other information about the nominees is set forth on the following pages.

The persons appointed by the Board of Directors as proxy holders — George W. Buckley, Patrick D. Campbell, and Gregg M. Larson — intend to vote the proxy for the election of each of these nominees, unless you indicate otherwise on the proxy card.

The Board of Directors recommends a vote "FOR" the election of these nominees as directors.


		Linda G. Alvarado, 57, President and Chief Executive Officer, Alvarado Construction, Inc., a Denver-based commercial general contractor, construction management and development firm. In 1976, Ms. Alvarado founded Alvarado Construction, Inc. and has overseen the growth of that enterprise as a commercial general contracting firm. Ms. Alvarado is on the boards of the following public companies in addition to 3M: Lennox International Inc., Pitney Bowes, Inc., The Pepsi Bottling Group, Inc., and QWEST Communications International, Inc. Director since 2000.
		George W. Buckley, 62, Chairman of the Board, President and Chief Executive Officer since December 2005. Before joining 3M in 2005, Mr. Buckley was Chairman of the Board, President and Chief Executive Officer of the Brunswick Corporation, a global manufacturer and marketer of recreation products, since 2000, and served in other executive positions at Brunswick Corporation from 1997 to 2000. Mr. Buckley is on the boards of the following public companies in addition to 3M: Archer-Daniels-Midland Company and The Black & Decker Corporation. Director since 2005.
		Vance D. Coffman, 64, Retired Chairman of the Board and Chief Executive Officer, Lockheed Martin Corporation, a high technology aerospace and defense company. Dr. Coffman served in various executive capacities at Lockheed Martin Corporation before becoming Chairman and Chief Executive Officer in 1998. He retired as Chief Executive Officer in 2004 and as Chairman of the Board in 2005. Dr. Coffman is on the boards of the following public companies in addition to 3M: Amgen Inc. and Deere & Company. Director since 2002.
		Michael L. Eskew, 59, Retired Chairman of the Board and Chief Executive Officer, United Parcel Service, Inc., a provider of specialized transportation and logistics services. Mr. Eskew was appointed Executive Vice President in 1999 and Vice Chairman in 2000 before becoming Chairman and Chief Executive Officer in January 2002. He retired as Chairman of the Board and Chief Executive Officer at the end of 2007 but remained as a director of UPS. Mr. Eskew is on the boards of the following public companies in addition to 3M and United Parcel Service: International Business Machines Corp. and Eli Lilly and Company. Director since 2003.
		W. James Farrell, 66, Retired Chairman and Chief Executive Officer, Illinois Tool Works Inc., a multi-national manufacturer of highly engineered fasteners, components, assemblies and systems. Mr. Farrell served in various executive capacities since joining ITW before becoming Chairman and Chief Executive Officer in 1996. He retired as Chief Executive Officer in 2005 and as Chairman in 2006. Mr. Farrell is on the boards of the following public companies in addition to 3M: Abbott Laboratories, The Allstate Corporation, and UAL Corporation. Director since 2006.


		Herbert L. Henkel, 60, Chairman of the Board (since May 2000), President and Chief Executive Officer (since October 1999), Ingersoll-Rand Company Limited, a manufacturer of industrial products and components. Mr. Henkel served as President and Chief Operating Officer of Ingersoll-Rand from April 1999 to October 1999. Mr. Henkel is on the board of the following public company in addition to 3M and Ingersoll-Rand Company Limited: C. R. Bard, Inc. Director since 2007.
		Edward M. Liddy, 63, Chairman and Chief Executive Officer of American International Group, Inc. (AIG), a global insurance and financial services holding company (at the request of the U. S. Department of the Treasury, Mr. Liddy agreed to serve as Chairman and Chief Executive Officer of AIG in September 2008 in conjunction with the U. S. Government's actions to provide stability to AIG and certain other financial service firms). Mr. Liddy served as Chairman of the Board of the Allstate Corporation from January 1999 to April 2008. He served as Chief Executive Officer of Allstate from January 1999 to December 2006, President from January 1995 to May 2005, and Chief Operating Officer from August 1994 to January 1999. Mr. Liddy retired from his position as Chairman of Allstate in the spring of 2008 and subsequently became a partner in the private equity investment firm of Clayton, Dubilier & Rice, Inc. from April to September 2008. Director since 2000.
		Robert S. Morrison, 66, Retired Vice Chairman of PepsiCo, Inc., a processor of packaged foods and beverages. Mr. Morrison served as Vice Chairman of PepsiCo, Inc. from 2001 to February 2003. From 1997 until the 2001 merger with PepsiCo, Mr. Morrison was Chairman, President and Chief Executive Officer of The Quaker Oats Company. From June 30 to December 6, 2005, Mr. Morrison served as interim Chairman of the Board and Chief Executive Officer of 3M Company. Mr. Morrison is on the boards of the following public companies in addition to 3M: Aon Corporation and Illinois Tool Works Inc. Director since 2002.
		Aulana L. Peters, 67, Retired Partner, Gibson, Dunn & Crutcher LLP. Mrs. Peters is a retired partner of the law firm of Gibson, Dunn & Crutcher where she was a partner from 1980 to 1984 and 1988 to 2000. From 1984 to 1988, she served as a Commissioner of the Securities and Exchange Commission. From January 2001 to April 2002, Mrs. Peters served as a member of the Public Oversight Board ("POB") of the American Institute of Certified Public Accountants. Mrs. Peters has also served as a member of the Steering Committee for Financial Accounting Standards Board's Financial Reporting Project and a member of the POB's Blue Ribbon Panel on Audit Effectiveness. Currently, Mrs. Peters serves on the U.S. Comptroller General's Accountability Advisory Panel and is a member of the International Public Interest Oversight Board which oversees the standard setting process of the International Federation of Accountants for auditing, assurance, independence and ethics standards. Mrs. Peters is on the boards of the following public companies in addition to 3M: Deere & Company and Northrop Grumman Corporation. Director since 1990.
		Robert J. Ulrich, 65, Retired Chairman of the Board and Chief Executive Officer of Target Corporation, an operator of large-format general merchandise and food discount stores. Mr. Ulrich began his retailing career as a merchandising trainee in Target's department store division in 1967 and advanced through various management positions. He became Chairman and Chief Executive Officer of Target Stores in 1987 and was elected Chairman and Chief Executive Officer of Target Corporation in 1994. Mr. Ulrich retired as Target's Chief Executive Officer on May 1, 2008, and retired as Chairman of the Board on January 31, 2009. Director since 2008.

PROPOSAL NO. 2

RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the Company's consolidated financial statements for the year ending December 31, 2009. If the stockholders do not ratify the selection of PricewaterhouseCoopers LLP, the Audit Committee will reconsider the selection.

During 2008, PricewaterhouseCoopers LLP served as the Company's independent registered public accounting firm and also provided certain tax and other audit-related services. For a description of those services and the fees paid, see section entitled "Fees of Independent Registered Public Accounting Firm."

Representatives of PricewaterhouseCoopers LLP are expected to attend the Annual Meeting where they will be available to respond to questions and, if they desire, to make a statement.

The Audit Committee of the Board of Directors recommends a vote "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2009. Proxies solicited by the Board of Directors will be voted "FOR" ratification unless a contrary vote is specified.

3M has received a stockholder proposal from Nick Rossi, P.O. Box 249, Boonville, CA 95415-0249, the owner of 600 shares (the "Proponent"). The Proponent has requested that the Company include the following proposal and supporting statement in its proxy statement for the Annual Meeting of Stockholders. The proposal may be voted on at the Annual Meeting only if properly presented by the Proponent or the Proponent's qualified representative.

RESOLVED, Shareowners ask our board to take the steps necessary to amend our bylaws and each appropriate governing document to give holders of 10% of our outstanding common stock (or the lowest percentage allowed by law above 10%) the power to call special shareowner meetings. This includes that such bylaw and/or charter text will not have any exception or exclusion conditions (to the fullest extent permitted by state law) that apply only to shareowners but not to management and/or the board.

Special meetings allow shareowners to vote on important matters, such as electing new directors, that can arise between annual meetings. If shareowners cannot call special meetings, management may become insulated and investor returns may suffer. Shareowners should have the ability to call a special meeting when a matter is sufficiently important to merit prompt consideration.

In 2008 our company adopted a weak provision for 25% of shareholders to call a special meeting that put limits on calling such a meeting for the election of directors. Reference: 3M Company (February 27, 2008) no action letter available through SECnet http://secnet.cch.com.

This proposal topic won impressive support (based on 2008 yes and no votes) at the following companies:

The merits of this Special Shareowner Meetings proposal should also be considered in the context of the need for further improvements in our company's corporate governance and in individual director performance. In 2008 the following governance and performance issues were identified:


Aulana Peters		Merrill Lynch (MER)
Aulana Peters		Northrop Grumman (NOC)
Aulana Peters		Deere (DE)
Vance Coffman		Deere (DE)
Linda Alvarado		Lennox International (LII)
Herbert Henkel		Ingersoll-Rand (IR)
Michael Eskew		International Business Machines (IBM)
Michael Eskew		Eli Lilly (LLY)
James Farrell		Abbott Laboratories (ABT)
Robert Ulrich		Target (TGT)

The above concerns shows there is need for improvement. Please encourage our board to respond positively to this proposal:

After careful consideration, and for the reasons set forth below, the Board believes that the proposal to ask our Board to take the steps necessary to permit holders of 10 percent of our outstanding common

stock to call special stockholder meetings, subject to the conditions specified in the proposal, is not in the best interests of 3M or its stockholders for the following reasons:

The Board of Directors recommends a vote "AGAINST" this proposal for the reasons discussed above. Proxies solicited by the Board of Directors will be voted "AGAINST" this proposal unless a stockholder indicates otherwise in voting the proxy.

3M has received a stockholder proposal from Michael Ayers, 4733 Oakland Ave. So., Minneapolis, MN 55407, the owner of 1,450 shares (the "Proponent"). The Proponent has requested that the Company include the following proposal and supporting statement in its proxy statement for the Annual Meeting of Stockholders. The proposal may be voted on at the Annual Meeting only if properly presented by the Proponent or the Proponent's qualified representative.

Inasmuch as the shareholders of 3M reasonably expect Corporate Officers (e.g., Buckley, Campbell, Harlan, etc., as identified at http://solutions.3m.com/wps/portal/3M/en_US/our/company/information/
leadership/ceo-officers/) to make decisions for the long-term health and success of the Company;

Inasmuch as the decisions of the Corporate Officers do in fact effect the long-term health and success of the Company, playing out over the course of several years;

Inasmuch as the compensation due the Corporate Officers ought to be tied reasonably to the actual performance of the Company as those decisions do play out, even if the individuals have left the Company;

Inasmuch as the compensation given the Corporate Officers is partially in the form of ownership of the Company in the form of stock or stock options;

After careful consideration, and for the reasons set forth below, the Board believes that the proposal to require that all 3M stock awards and stock options granted to the Company's officers include a minimum vesting period of at least five years from the grant date is not in the best interests of 3M or its stockholders for the following reasons:

The following table includes all 3M stock-based holdings, as of February 27, 2009, of the directors and the Named Executive Officers set forth in the Summary Compensation Table, and the directors and executive officers as a group.



Name and Principal Position	Stock (1)		Options (2)		Shares Held as Deferred Stock (3)		Total (4)
Linda G. Alvarado, Director		7,923		—		7,134		15,057
Vance D. Coffman, Director		5,235		—		11,798		17,033
Michael L. Eskew, Director		—		—		13,357		13,357
W. James Farrell, Director		—		—		3,582		3,582
Herbert L. Henkel, Director		—		—		4,410		4,410
Edward M. Liddy, Director		—		—		21,930		21,930
Robert S. Morrison, Director		4,516		92,632		13,198		110,346
Aulana L. Peters, Director		5,370		—		36,068		41,438
Robert J. Ulrich, Director		—		—		1,748		1,748
George W. Buckley, Director, Chairman of the Board, President and Chief Executive Officer		35,581		401,570		—		437,151
Patrick D. Campbell, Chief Financial Officer		29,813		323,084		—		352,897
Inge G. Thulin, Executive Vice President		14,415		272,190		—		286,605
Bradley T. Sauer, Executive Vice President		14,487		229,977		—		244,464
Joe E. Harlan, Executive Vice President		8,133		145,022		—		153,155
All Directors and Executive Officers as a Group (25 persons) (5)		417,330		2,983,909		113,225		3,514,464

(1) This column lists beneficial ownership of 3M common stock, including restricted stock held by certain of the Named Executive Officers over which they have sole voting power but no investment power. The restricted stock generally vests over a three- to five-year period if the executive remains continuously employed by the Company and is subject to forfeiture under certain circumstances. Unless otherwise noted, voting power and investment power in the shares are exercisable solely by the named person, and none of the shares are pledged as security by the named person. This column includes 104,414 shares in which voting and investment power are shared.

(2) This column shows the shares that may be acquired pursuant to stock options that are or will become exercisable within 60 days of February 27, 2009.

(3) This column represents the number of shares of the Company's common stock which the nonemployee directors will receive upon termination of membership on the Board of Directors for any

reason. These shares result from the voluntary election by the nonemployee directors to defer the payment of directors' annual compensation. No shares of common stock have as yet been issued, and the directors have neither voting nor investment powers in these shares of deferred stock.

(4) This column shows the individual's total 3M stock-based holdings, including the voting securities shown in the "Stock" column (as described in note 1), the shares that may be acquired pursuant to stock options that are or will become exercisable within 60 days (after February 27, 2009) in the "Options" column (as described in note 2), plus shares held as deferred stock (as described in note 3).

(5) All directors and executive officers, as a group, owned beneficially less than one percent of the outstanding common stock of the Company.

The following table sets forth information regarding beneficial ownership of more than 5 percent of the outstanding 3M stock as of February 17, 2009.

(1) State Street holds 8.1 percent of our outstanding common stock as trustee for certain 3M savings plans, including the Company's Voluntary Investment Plan and Employee Stock Ownership Plan, a 401(k) retirement savings plan. Under the terms of the plans, State Street is required to vote shares allocated to the accounts of the participants in accordance with instructions received from such participants. Information is based on a Schedule 13G filed with the SEC on February 17, 2009. State Street disclaims beneficial ownership of all of the shares listed above.

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers to file with the Securities and Exchange Commission reports regarding their ownership and changes in ownership of our stock. As a practical matter, 3M assists its directors and executive officers by monitoring transactions and completing and filing Section 16 reports on their behalf. 3M believes that during 2008, its directors and executive officers complied with all Section 16(a) filing requirements, except that a Form 4 for Marschall Smith reporting 390 shares withheld for taxes upon the vesting of restricted stock units was filed two days late due to an administrative error. In making this statement, 3M has relied upon examination of the copies of Forms 3, 4, and 5 and the written representations of its directors and executive officers.

3M Company performed well and posted good results during the first three quarters of 2008. However, like most other companies, 3M was hit hard by the financial crisis in the fourth quarter and its results for the full year fell short of expectations that we held at the beginning of the year. 3M's Optical Systems business in particular was severely impacted by the global recession as well as by the rapid commoditization of the optical film markets, particularly those for LCD TV applications. As a result 3M's Economic Profit (as defined below) for the full year 2008 declined 5 percent compared to its Economic Profit for the full year 2007, and our stock price fell from $84.32 at the end of 2007 to $57.54 at the end of 2008 (a decline of 32 percent, as compared to a 38 percent decline in the S&P 500).

For the full year 2008, 3M recorded record sales despite the dramatic fourth-quarter economic downturn. In percentage terms, 3M's sales for the full year 2008 increased 3.3 percent over its sales for the full year 2007. During the fourth quarter of 2008, the Company's sales declined 11.2 percent compared to the same period in 2007. Including special items, 3M's reported net income for the full year 2008 declined 15.5 percent compared to its net income for the full year 2007. While the increasingly challenging global economy is making it even more difficult to predict future performance, 3M is assuming for planning purposes that the Company will experience declines in organic sales volume, operating margins and earnings per share in 2009.

3M has responded to this downturn with aggressive cost and cash management actions that include job eliminations and reduced capital expenditures. Merit pay increases for 2009 have been deferred and the Company's practice on banked vacation is being phased out for substantially all U.S. employees, including all of the Company's 18 senior executives.

The global recession's impact on 3M's full year 2008 results was also reflected in the compensation provided to our Named Executive Officers. The 5 percent decline in 3M's Economic Profit and the 3.3 percent increase in 3M's sales for 2008 versus 2007 caused the annual incentive compensation earned during 2008 by all but one of the Named Executive Officers to fall below their target amounts, and contributed significantly to the payout of their 2006 awards under the Performance Unit Plan at only 10 percent of the awards' target value. The 32 percent decline in 3M's stock price during 2008 eliminated the spread value in practically all of the stock options held by the Named Executive Officers (and left the stock price far below the excercise price of most of these options), and materially reduced the value of their restricted stock units.

During 2008, the Company also replaced its equity compensation plan for delivering long-term incentive compensation to management employees. The new plan, the 3M Long-Term Incentive Plan, was approved by 3M's stockholders at the 2008 Annual Meeting and reflects the Company's continuing belief in the importance of employee stock ownership and of aligning the financial interests of these employees with those of 3M stockholders.

3M believes that the compensation of its executives should be closely tied to the performance and growth of the Company, so that their interests are aligned with the interests of 3M stockholders. Consistent with this philosophy, the following core principles provide a framework for the Company's executive compensation program:

The Compensation Committee regularly reviews the design of this executive compensation program, with the assistance of its independent compensation consultant, and makes decisions concerning changes in this design when appropriate. The Committee also makes individual pay decisions regarding the compensation of the Company's 18 senior executives, including the Chief Executive Officer.

This Compensation Discussion and Analysis uses the following terms when discussing executive compensation of the Company:

In order to accomplish the objective of providing competitive total compensation, 3M annually surveys the executive compensation practices of a large group of comparator companies (approximately 135, although the number and identity of the companies may vary from year to year). Survey data is adjusted to recognize the different sizes of the comparator companies (based on annual revenues) as compared to the size of 3M. The survey data is obtained from three consulting firms (Hewitt Associates, Frederic W. Cook & Co., Inc., and Towers Perrin). The survey comparator group consists of

companies in the Dow Jones Industrial Average (modified to exclude financial services companies), and other companies with annual revenue exceeding $10 billion that participate in the three consultants' executive compensation surveys. The Committee does not normally know the identity of the companies in this survey comparator group. In addition, the Committee's independent compensation consultant (George B. Paulin of Frederic W. Cook & Co., Inc.) provides the Committee with pay data and information on the executive compensation practices at the companies in 3M's executive compensation peer group. 3M's executive compensation peer group consists of the following 21 companies, as recommended by the Committee's independent compensation consultant and approved by the Committee:

The companies in this executive compensation peer group were selected because (1) their performance is monitored regularly by the same market analysts who monitor the performance of 3M, and/or (2) they meet several criteria based on similarity of their business and pay models, market capitalization, and annual revenues. During 2008 the Committee reviewed both the criteria for selecting companies to be included in this peer group as well as the identity of the 21 companies in the group, and decided not to make any changes in either these criteria or the members of this peer group.

When establishing and adjusting the base salary, Total Cash Compensation and long-term incentive compensation of the Company's senior executives other than the Named Executive Officers during 2008, the Committee used the pay survey results from the survey comparator group. When establishing and adjusting the base salary, Total Cash Compensation and long-term incentive compensation of the Named Executive Officers during 2008, the Committee used the pay data from both the survey comparator group and the executive compensation peer group. The Committee also uses the information on the executive compensation practices at companies in the executive compensation peer group when considering additions to or changes in the Company's current executive compensation program and practices.

With this information, the Committee generally aims to provide the Company's executives with Total Cash Compensation that is at or very close to the median of the corresponding compensation paid to executives by companies in the Benchmarking Groups and with long-term incentive compensation that is at the average of the 50^th and 75^th percentiles of the corresponding long-term incentive compensation provided by companies in the Benchmarking Groups. When there are differences between the pay data obtained from the survey comparator group vs. the executive compensation peer group, the Committee considers them both and uses its judgment to determine what will be considered the median, 50^th and 75^th percentiles of these compensation amounts.

During 2008 (effective for compensation provided in 2009) the Committee revised its method for delivering target long-term incentive compensation to its executives that is the average of the 50^th and 75^th percentiles of the long-term incentive compensation provided by companies in the Benchmarking Groups. For the portion of the Company's long-term incentive compensation that varies with the individual performance of the executive (stock options), the target value for such grants is set at one-half

of the median value of the long-term incentive compensation provided by the companies in the Benchmarking Groups for executives who meet their performance expectations and at a multiple of up to 183 percent of such median for executives who exceed their performance expectations. For the portion of the Company's long-term incentive compensation that does not vary with the performance of the executive, the target value for such compensation is set at 125 percent of one-half of the median value of the long-term incentive compensation provided by the companies in the Benchmarking Groups. The Committee made this change for the purposes of reducing volatility in the long-term incentive compensation values from the companies in the Benchmarking Groups and increasing the reliability of the benchmarking data used for determining the long-term incentive compensation of the Company's executives. This change should help improve the accuracy and fairness of the compensation provided to the Company's executives.

3M pays its executives compensation to recognize their contributions to the success of its business and provide incentives for them to deliver performance that meets the growth and other objectives of the Company. All elements of this compensation are determined by the Compensation Committee of the Board of Directors (the "Committee"), which is composed solely of independent nonemployee directors. In addition, the Committee's decisions concerning the compensation of 3M's Chief Executive Officer are subject to ratification by all of the independent directors of the Board of Directors.

As of December 31, 2008, the members of the Committee were Vance D. Coffman, Robert S. Morrison, Aulana L. Peters, and Robert J. Ulrich. During 2008, the Committee was assisted by its independent compensation consultant, George B. Paulin of Frederic W. Cook & Co., Inc. In addition to participating in the meetings of the Committee, Mr. Paulin provides the Committee with significant assistance and advice in the review of the Company's salary structure, short-term and long-term incentive compensation plans, and other related executive pay policies. He also provides expert knowledge of marketplace trends and best practices relating to executive compensation practices and competitive pay levels. Mr. Paulin and his firm provide no other services to the Company or 3M management, with the exception of the pay survey data described above and expert advisory support to the Nominating and Governance Committee on the compensation of 3M's nonemployee directors.

3M's executive officers assist the Committee with the process of determining the compensation of the Company's executives. In particular, Mr. Buckley, assisted by 3M's Senior Vice President, Human Resources, performs an annual performance evaluation of each of 3M's senior executives whose compensation is determined by the Committee. The results of this annual performance evaluation form the basis for Mr. Buckley's recommendations to the Compensation Committee as to the annual merit base salary and Total Cash Compensation increases for such senior executives as well as the size of their annual stock option grants. The Committee discusses these recommendations with Mr. Buckley at its meetings prior to making its decisions on the amount of these annual merit increases and stock option grants.

During 2008, the compensation program for 3M's executives consisted of the following elements: base salary, short-term cash incentive in the form of an annual incentive, long-term equity incentives in the form of performance shares and stock options (and in appropriate circumstances, restricted stock or restricted stock units). These executives also participated in various benefit plans made available to most of 3M's U.S. employees, were eligible to participate in several deferred compensation plans, and received other benefits and perquisites. The entire program applied to approximately 105 executives during 2008, including all five of the Named Executive Officers.

3M pays each of its executives a base salary in cash on a monthly basis. The amount of this base salary is reviewed annually, and is not considered to be "at risk" as it does not vary with the performance of the Company.

3M's broad-based annual incentive plan delivers short-term incentive compensation based on three performance metrics: organic growth vs. target, Economic Profit vs. target, and annual growth in Economic Profit. While the short-term incentive compensation earned during 2008 by most 3M executives was determined under this annual incentive plan, the short-term incentive compensation earned during 2008 by 3M's Named Executive Officers as well as the other senior executives whose compensation is determined by the Committee was determined under the Executive Annual Incentive Plan approved by 3M's stockholders at the 2007 Annual Meeting. A total of 18 3M executives participated in this Executive Annual Incentive Plan during 2008. This Executive Annual Incentive Plan, which is intended to comply with the requirements of Section 162(m) of the Internal Revenue Code, provides performance-based compensation for which the performance goal is the Company's earning of adjusted net income. This plan establishes a maximum amount of annual incentive compensation that may be earned by each covered executive during a year, which is either one-quarter of one percent of the Company's adjusted net income for such year (for the Named Executive Officers) or one-tenth of one percent of the Company's adjusted net income for such year (for all other covered executives), and then provides the Compensation Committee with the discretion to pay each covered executive less than this maximum amount based on such factors as it deems relevant. These factors include, but are not limited to, individual performance, each individual's target annual incentive, and the performance of the Company and its business units as measured by the three metrics referred to above and used to determine payouts under the broad-based annual incentive plan. While the Committee considers and is guided by the amounts that would be payable under the broad-based annual incentive plan (based on the performance of 3M and its business units) if these executives were covered by such plan, it is not bound by these results and does exercise its discretion to pay different amounts.

During 2008, 3M provided long-term incentive compensation to its executives through its Performance Unit Plan and its new Long-Term Incentive Plan, which was approved by stockholders at the 2008 Annual Meeting. Both plans deliver performance-based compensation, although the basis for measuring performance varies by plan.

The Performance Unit Plan provides variable compensation to 3M's executives based on the Company's long-term performance. In 2008 the Committee changed the form of the awards granted under this Plan from performance units payable in either cash or shares of 3M common stock to performance shares payable in the form of shares of 3M common stock. The number of shares of 3M common stock payable with respect to each performance share awarded is contingent upon attainment of the performance criteria selected each year by the Committee for the applicable three-year performance period. With this change, executives now receive a set number of performance shares rather than units at the time of the award and, at payment, shares of 3M common stock rather than cash. This change more closely aligns this portion of an executive's long-term incentive compensation with the interests of stockholders.

The Long-Term Incentive Plan provides compensation to 3M's executives based on the value of and changes in the value of the Company's common stock. The Plan authorizes the Committee to grant stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock awards to management employees of the Company. The Committee makes annual grants of stock options under the Plan to 3M's executives, including each of the Named Executive Officers. These options have an exercise price equal to the closing market price of the Company's common stock on the grant date, and generally expire ten years after the grant date. Historically, the Committee has made grants of restricted stock and restricted stock units under the Plan and its predecessors only to selected executives in appropriate circumstances. These circumstances have included the hiring of new executives as well as the need to retain current high-performing executives. These shares of restricted

stock and restricted stock units vest over periods ranging from one to five years after the grant date, which encourage the executives to remain employed by the Company until the shares or units have vested.

When an executive exercises a nonqualified option granted before May 2005 (referred to herein as a "pre-2005 nonqualified stock option") and pays the exercise price of such option using shares of 3M common stock already owned by the executive (a method of exercise known as a "stock swap"), the executive is automatically granted a new progressive stock option for the number of shares used to pay the exercise price as well as the number of shares withheld to pay withholding taxes. The new progressive stock option carries an exercise price equal to the fair market value of a share of 3M common stock on the date of exercise of the pre-2005 nonqualified stock option, and may only be exercised through the original expiration date of such pre-2005 nonqualified stock option. 3M offered progressive stock options with respect to nonqualified stock options granted before May 2005 to encourage executives to acquire and accumulate actual shares of 3M common stock by exercising their stock options early rather than holding such options until the end of their term and then immediately selling the shares acquired upon exercise. Stock options granted since May 2005 have not been eligible for the grant of new progressive stock options upon their exercise.

New progressive stock option grants are reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table of this proxy statement for Mr. Thulin, who was the only Named Executive Officer who received them during 2008. The values for such grants reflected in these Tables were determined in accordance with SFAS No. 123R. However, the Committee did not consider these new progressive stock option grants to represent incremental compensation value when determining Mr. Thulin's annual stock option grant for 2008, because the progressive stock options are merely extensions of the exercised pre-2005 nonqualified stock options within their existing terms.

3M's executives generally participate in the same health care, disability, life insurance, pension, and 401(k) benefit plans made available generally to the Company's U.S. employees. In addition, these executives are eligible to participate in several deferred compensation programs that allow them to voluntarily defer the receipt of cash compensation otherwise payable by the Company. These deferred compensation programs enable participating executives to earn the same returns paid on the investment funds offered to participants in the Company's 401(k) plan or, at the executive's election, a fixed rate of return based on corporate bond yields, which in no event would result in the crediting of above-market interest as defined for purposes of the SEC's proxy disclosure rules. Payment of this deferred compensation and the earnings thereon generally occurs following the end of the executive's employment with the Company. During 2008 the Committee approved the replacement of one of these deferred compensation programs with a new program effective in 2009 (the VIP Excess Plan), which is designed to be more effective for state income tax purposes. This new program will enable the executives and other employees who are eligible to defer compensation thereunder with the opportunity to earn additional 3M matching contributions (similar to the matching contributions they earn under 3M's 401(k) plan) on amounts they elect to defer. Executives also receive perquisites described in more detail in the All Other Compensation Table of this proxy statement. Two of the Named Executive Officers (Mr. Buckley and Mr. Campbell) earn supplemental retirement benefits pursuant to their employment agreements with the Company, which were negotiated at the time they agreed to leave their previous employers and join 3M. These supplemental benefits are designed to replace the pension benefits they failed to earn under the plans of their previous employers because their accrued benefits under those plans do not grow with future increases in compensation.

All amounts were determined by the Committee, assisted by its independent compensation consultant, with the input of Mr. Buckley (including his recommendations based on the results of the most recent annual performance evaluation of the senior executives whose compensation is determined by the Committee), and utilizing the compensation information from the companies in the Benchmarking Groups. In addition, during the process of determining their 2008 compensation, the Committee received and reviewed tally sheets comparing the amounts of compensation actually received by the Company's Named Executive Officers during 2007 to the amounts reported in its 2008 proxy statement as well as the compensation that would be owed to such individuals in the event of the termination of their employment. With this information, the Committee initially aimed to provide the Company's executives with Total Cash Compensation in 2008 (assuming that their annual incentive compensation is paid at target) that is at or very close to the median of the corresponding compensation paid to executives with similar responsibilities at companies in the Benchmarking Groups and with long-term incentive compensation awards that are valued at the average of the 50^th and 75^th percentiles of the corresponding compensation paid to executives with similar responsibilities at companies in the Benchmarking Groups. However, the Committee then adjusted both the Total Cash Compensation and the stock option portion of the long-term incentive compensation provided to the Company's executives to reflect each executive's actual individual performance during the previous year. In making its assessment of individual performance for compensation purposes, the Committee does not rely on specific, pre-established objectives. Rather, it makes a subjective assessment of the particular executive's performance over the relevant time period, taking into account, with respect to executives other than Mr. Buckley, Mr. Buckley's assessment of their performance. Exceptional performers may receive long-term incentive awards valued at or very close to the 75^th percentile of the long-term incentive compensation provided by companies in the Benchmarking Groups. Differences in the amounts of compensation provided to 3M's Named Executive Officers reflect a variety of factors, including experience, individual performance, responsibilities and the market for executives performing similar responsibilities (as measured by the pay information obtained from companies in the Benchmarking Groups).

Changes in the base salaries of the Named Executive Officers (as well as their target Total Cash Compensation) are considered annually by the Committee. Any adjustments are made after considering the most recent compensation survey data for executives with similar responsibilities at companies in 3M's Benchmarking Groups, each individual's position in the salary range for their position along with the individual's performance during the preceding annual period, and the experience of each individual. Effective in April 2008, the Committee increased the base salary of Mr. Campbell from $740,000 to $762,000 (and his target Total Cash Compensation from $1,234,000 to $1,271,000), increased the base salary of Mr. Thulin from $540,000 to $594,000 (and his target Total Cash Compensation from $900,000 to $990,000), increased the base salary of Mr. Sauer from $540,000 to $572,000 (and his target Total Cash Compensation from $900,000 to $954,000), and increased the base salary of Mr. Harlan from $510,000 to $540,000 (and his target Total Cash Compensation from $850,000 to $901,000). Due to the fact that his target Total Cash Compensation already compares favorably with the cash compensation paid to chief executive officers at the companies in 3M's executive compensation peer group, the Committee did not approve and the independent members of 3M's Board of Directors did not ratify any change in Mr. Buckley's base salary or target Total Cash Compensation during 2008.

During 2008, the Committee chose to deliver short-term incentive compensation to its Named Executive Officers in the form of an annual cash incentive under the Executive Annual Incentive Plan.

Each Named Executive Officer had a target annual incentive for the year, which is equal to the difference between their target Total Cash Compensation and their annual base salary. As explained above in the "Short-term incentive" discussion under "Elements of the compensation program," the Committee considered the amount of an individual's target annual incentive together with their individual performance during 2008 and the 2008 performance of 3M and its business units as measured under the Company's broad-based annual incentive plan when it exercised its discretion to determine the amount of each Named Executive Officer's annual incentive compensation for 2008. Since the Company satisfied the Executive Annual Incentive Plan's performance objective by earning Adjusted Net Income (defined as the net income of 3M as reported in its Consolidated Statement of Income as adjusted to exclude special items) in 2008 in the amount of $3.654 billion, the Plan authorized the Committee to approve payments of annual incentive compensation to each Named Executive Officer equal to one-quarter of one percent of such Adjusted Net Income ($9,135,000). Utilizing the discretion reserved to the Committee by the Plan, and in order to more closely align the payout to each individual with the 2008 performance of the Company and the relevant business unit as well as the individual's performance, the Committee decided to reduce the amounts payable to the Named Executive Officers to the following amounts:



Name	Actual 2008 Incentive		Target Annual Incentive		Rationale

George W. Buckley	$	2,664,070	$	2,795,000	Corporate sales & Economic Profit below plan

Patrick D. Campbell	$	477,473	$	504,728	Corporate sales & Economic Profit below plan

Inge G. Thulin	$	374,683	$	387,069	International sales & Economic Profit below plan

Bradley T. Sauer	$	405,588	$	376,241	Health Care Business outperformed rest of the Company

Joe E. Harlan	$	298,485	$	355,339	Electro & Communications Business sales & Economic Profit below plan

Based on its evaluation of their individual performance during 2007 and after considering the most recent long-term incentive compensation data from companies in the Benchmarking Groups, the Committee in 2008 increased the Intended Value of Mr. Campbell's long-term incentive compensation awards from $1,977,000 to $2,058,000, Mr. Thulin's long-term incentive compensation awards from $1,690,000 to $1,758,000, Mr. Sauer's long-term incentive compensation awards from $1,546,000 to $1,656,000, and Mr. Harlan's long-term incentive compensation awards from $1,546,000 to $1,656,000. Based on its evaluation of his performance during 2007 and after considering similar data from companies in the Benchmarking Groups, the Committee in 2008 also approved, and all of the independent directors of the Board of Directors ratified, an increase in the Intended Value of Mr. Buckley's long-term incentive compensation awards from $8,000,000 to $8,500,000.

During 2008, the Committee chose to deliver one-half of the Intended Value of the long-term incentive compensation provided to 3M's Named Executive Officers (before adjustment for individual performance) in the form of stock options and the remaining one-half in the form of performance shares awarded under the Performance Unit Plan. This practice balances rewards for stock price appreciation

with the rewards for long-term financial performance, and is in line with the practices at 3M's comparator and peer companies.

The Committee takes into account and recognizes individual performance in determining the size of annual stock option grants under the Long-Term Incentive Plan. Once the Intended Value of the annual grant is determined for each executive, the value is converted into a number of option shares by dividing this amount by the Black-Scholes value described above in the definition of the term "Intended Value." Annual stock option grants occur on the date of the Annual Meeting of Stockholders in May, and the exercise price for these options is set at the fair market value of a share of 3M stock on that date (as required by the provisions of the Long-Term Incentive Plan approved by 3M's stockholders in 2008). Fair market value of a share of 3M stock as defined in the Long-Term Incentive Plan is the closing price at which 3M common stock traded on the New York Stock Exchange. Using the closing price of 3M common stock to establish the exercise price for stock option grants is a best practice among 3M's comparator and peer companies. Annual stock options granted under this Plan expire ten years after the grant date, and become exercisable in equal installments on the first three anniversaries of the grant date.

As part of their approval of the Performance Unit Plan, 3M's stockholders authorized the Committee to select the performance criteria for each year's awards under the Plan from a set of preapproved measures. The performance criteria selected by the Committee for the performance shares awarded during 2008 were designed to focus management attention on two key factors that create stockholder value: Economic Profit Growth and Sales Growth.

Economic Profit Growth is the average annual percentage amount by which the Economic Profit of the Company grows over the three-year measurement period (2008 through 2010 for the performance shares awarded during 2008). Sales Growth is the average annual percentage amount by which the Company's worldwide organic sales growth (sales growth adjusted for acquisitions, inflation, and currency effects) exceeds worldwide real sales growth as reflected in the Industrial Production Index, as published by the Federal Reserve, during the three-year measurement period.

The number of shares of 3M common stock to be delivered for each performance share awarded in 2008 is linked to the performance criteria of Economic Profit Growth and Sales Growth, with approximately 50 percent of this amount determined by Economic Profit Growth and the remaining 50 percent determined by Sales Growth.

The number of shares of 3M common stock to be delivered may be anywhere from 0% to 200% per performance share, depending on the performance of the Company during the three-year performance period ending on December 31, 2010. Individual performance was not a factor in determining the size of any executive's annual performance share award under the Performance Unit Plan.

The Committee approved the following formula for determining the number of shares of 3M common stock to be delivered for each performance share, with the total number of shares to be delivered being the sum of the two percentages of the number of each individual's performance shares determined by this formula:

The above formula is not a prediction of how 3M will perform during the years 2008 through 2010. The sole purpose of this formula, which was approved by the Committee in February 2008, is to establish a method for determining the payment of long-term incentive compensation under the Performance Unit Plan. 3M is not providing any guidance, nor updating any prior guidance, of its future performance with the disclosure of this formula, and you are cautioned not to rely on this formula as a prediction of 3M's future performance.

2008 marked the final year of the three-year performance period of the long-term incentive compensation awards made to 3M's executives in 2006 under the Performance Unit Plan. Thus, a portion of the compensation earned during 2008 by 3M's executives, including all of its Named Executive Officers, was attributable to these awards made during 2006 under the Performance Unit Plan. This compensation is reflected in the column "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table of this proxy statement.

The awards made during 2006 were designed to deliver compensation based on the performance of the Company over the years 2006, 2007, and 2008 as measured by the same two metrics that apply to the performance shares granted during 2008: Economic Profit Growth and Sales Growth. Pursuant to the formula approved by the Committee at the time the awards were made, the Company's performance during this three-year performance period (average annual increase in Economic Profit of 1.4% and average annual increase in organic sales, as compared to the Industrial Production Index, of 0.1%) resulted in a payout of $12 per performance unit (as compared to the original target value of $120 per performance unit). Based on this payout, in March 2009 Mr. Buckley received a cash payment of $200,004, Mr. Campbell received a cash payment of $74,400, Mr. Thulin received a cash payment of $64,800, Mr. Sauer received a cash payment of $52,800, and Mr. Harlan received a cash payment of $52,800.

During 2008, the Committee approved one-time restricted stock unit grants to several of the Company's Named Executive Officers. These grants, which vest four years following the grant date assuming continued employment, were made for the purpose of retaining individuals who have delivered outstanding and consistent performance and who are expected to make important contributions in the future. Each grant was made in the form of restricted stock units corresponding to that number of shares of 3M common stock having a fair market value of $2,000,000 on the grant date. No dividends will be paid on these restricted stock units prior to the vesting date. Except in cases of death or disability, all of the units will be forfeited in the event an individual's employment with the Company ends prior to the vesting date. These grants were made to Inge G. Thulin, Executive Vice President, International Operations; Bradley T. Sauer, Executive Vice President, Health Care Business; and Joe E. Harlan, Executive Vice President, Electro and Communications Business.

In February 2009, the Committee decided to temporarily revise the elements of the long-term incentive compensation the Company annually provides to its executives. For nearly 30 years, the Company has provided a portion of its executives' long-term incentive compensation in the form of performance shares or performance units whose ultimate value is determined by the financial performance of the Company over a three-year performance period. The Company and the Committee remain committed to the principle of pay for performance. The current economic crisis and volatility of global business conditions have made it impossible to reliably predict business performance or establish meaningful performance targets over such long periods. As a result, the Committee decided to replace the performance shares that would otherwise have been granted to the Company's executives

during 2009 with restricted stock units granted under the Long-Term Incentive Plan that vest three years following the grant date assuming continued employment. Dividend equivalents equal to the dividends payable on the same number of shares of 3M common stock will accrue on these restricted stock units during the vesting period and be paid out in cash on the vesting date, although no dividend equivalents will be paid on any of these restricted stock units that are forfeited prior to the vesting date. The Company continues to provide the other portion of its executives' long-term incentive compensation through annual stock option grants, although the timing of these annual grants has changed from the date of the Annual Meeting of Stockholders in May to February in order to provide a stronger and more immediate link between the performance of individuals during the preceding year and the size of their annual stock option grants.

The Company's stock ownership guidelines apply to all Section 16 officers of the Company. They are designed to increase an executive's equity stake in 3M and more closely align his or her interests with those of 3M's stockholders. The guidelines provide that the CEO should attain beneficial ownership of 3M stock equal to five times his or her annual base salary at the time of appointment, Executive and Senior Vice Presidents should attain beneficial ownership of 3M stock equal to three times their annual base salary at the time of appointment, and Vice Presidents should attain beneficial ownership of 3M stock equal to two times their annual base salary at the time of appointment. While the stock ownership guidelines provide that executives should attain this beneficial ownership of 3M stock within five years of their appointment to these positions, all of our Named Executive Officers have already attained or exceeded these ownership levels.

The Company's Board of Directors has adopted a policy requiring the reimbursement of excess payments made to an executive in the event that 3M is required to make a material restatement of its financial statements and that executive's intentional misconduct caused the need for the restatement. This policy applies to the Section 16 officers of the Company.

Section 162(m) of the Internal Revenue Code prohibits 3M from deducting compensation paid in any year to its Chief Executive Officer and each other Named Executive Officer whose compensation is reported in the Summary Compensation Table for such year by reason of being among the three most highly compensated officers for that year, other than the Chief Executive Officer and the Chief Financial Officer, ("Covered Employees") in excess of $1 million, but does not subject performance-based compensation to this limit. Due to his service as the Company's interim Chief Executive Officer for a period of approximately six months in 2005, one of the members of the Committee (Robert S. Morrison) does not participate in the Committee's decisions involving performance-based compensation since he is not considered an "outside director" of the Company for purposes of Section 162(m) and the regulations published thereunder. The Committee continues to emphasize performance-based compensation for executives and thus minimize the effect of Section 162(m). However, the Committee believes that its primary responsibility is to provide a compensation program that attracts, retains, and rewards the executive talent necessary for the Company's success. Consequently, in any year the Committee may authorize nonperformance-based compensation in excess of $1 million. The Committee recognizes that the loss of the tax deduction may be unavoidable under these circumstances.

With the exception of Mr. Buckley and Mr. Campbell, who have entered into employment agreements with the Company, 3M does not have severance plans or arrangements with any of its

Named Executive Officers. The absence of such arrangements reflects the Company's and the Committee's preference for operating without legally binding severance commitments, and preserves maximum flexibility to deal with individual situations if and when the need arises. Exceptions were made in the cases of Mr. Buckley and Mr. Campbell at the time they were hired by the Company, and were part of the employment terms and conditions offered by the Company to persuade them to leave their previous employers. Nor does 3M have arrangements providing for payments or other compensation in the event of a change in control of the Company, other than the payment, exercise, or delivery of long-term incentive compensation awards issued prior to a change in control (including the one-time grants of restricted stock units described above).

In accordance with the SEC's disclosure requirements for executive compensation, the Compensation Committee of the Board of Directors of 3M Company (the "Committee") has reviewed and discussed with 3M Management the Compensation Discussion and Analysis. Based on this review and these discussions with 3M Management, the Committee recommended to the Board of Directors that this Compensation Discussion and Analysis be included in the 2009 proxy statement of 3M Company.

The following table shows the compensation earned or received during 2008, 2007, and 2006 by each of 3M's Named Executive Officers (as determined pursuant to the SEC's disclosure requirements for executive compensation in Item 402 of Regulation S-K).

Summary Compensation Table

Name and Principal Position	Year			Salary ($)		Bonus ($)			Stock Awards ($)(1)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)		All Other Compensation ($)(5)		Total ($)

George W. Buckley Chairman of the Board, President and Chief Executive Officer		2008 2007 2006			1,720,000 1,670,000 1,600,000		0 0 4,117,500(6	)		3,311,682 2,888,867 4,670,100		4,783,287 3,562,122 2,153,646		2,844,074 4,521,495 3,330,740		0 4,306,944 54,869		252,423 409,908 661,026		12,911,466 17,359,336 16,587,881
Patrick D. Campbell Senior Vice President and Chief Financial Officer		2008 2007 2006			757,050 728,900 675,878		0 0 0			98,722 0 0		941,365 2,184,999 1,223,934		551,873 1,075,266 751,406		1,463,053 948,835 492,731		90,138 86,952 94,517		3,902,201 5,024,952 3,238,466
Inge G. Thulin Executive Vice President, International Operations		2008 2007 2006			580,500 522,000 439,750		0 0 0			685,784 136,763 131,292		1,806,340 1,181,364 679,550		439,483 797,623 555,729		1,070,885 422,288 344,462		61,207 62,303 65,961		4,644,199 3,122,341 2,216,744
Bradley T. Sauer Executive Vice President, Health Care Business		2008 2007 2006	(7) (7)		564,300 — —		0 — —			646,252 — —		882,208 — —		458,388 — —		803,447 — —		53,314 — —		3,407,909 — —
Joe E. Harlan Executive Vice President, Electro and Communications Business		2008 2007 2006	(7) (7)		532,950 — —		0 — —			613,843 — —		865,534 — —		351,285 — —		274,991 — —		47,811 — —		2,686,414 — —

(1) The amounts in the Stock Awards column reflect the dollar amounts recognized for financial statement reporting purposes for the 2008, 2007, and 2006 fiscal years, in accordance with SFAS No. 123R, (excluding the impact of estimated forfeitures related to service-based vesting conditions), for restricted stock and restricted stock unit awards pursuant to the Management Stock Ownership Program and the Long-Term Incentive Plan, and for performance share awards pursuant to the Performance Unit Plan. For the restricted stock and restricted stock unit grants and the performance share awards, fair value is calculated using the closing price of 3M common stock on the grant date. Other assumptions made in the calculation of these amounts are included in Note 16 to the Company's audited financial statements for the fiscal year ended December 31, 2008, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2009.

(2) The amounts in the Option Awards column reflect the dollar amounts recognized for financial statement reporting purposes for the 2008, 2007, and 2006 fiscal years, in accordance with SFAS No. 123R, (excluding the impact of estimated forfeitures related to service-based vesting conditions), for stock option awards pursuant to the Management Stock Ownership Program and the Long-Term Incentive Plan. Assumptions made in the calculation of these amounts are included in Note 16 to the Company's audited financial statements for the fiscal year ended December 31, 2008, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2009.

(3) The amounts in the Non-Equity Incentive Plan Compensation column reflect the sum of (i) annual incentive compensation earned during 2008 under the Company's Executive Annual Incentive

Plan, and (ii) the value of awards made under the Performance Unit Plan, which were earned during 2008 upon the completion of the respective performance period (the three-year period ended December 31, 2008). The amounts earned during the 2008 fiscal year under the Company's Executive Annual Incentive Plan were: Mr. Buckley — $2,644,070; Mr. Campbell — $477,473; Mr. Thulin — $374,683; Mr. Sauer — $405,588; and Mr. Harlan — $298,485. The amounts earned during the 2008 fiscal year under the Performance Unit Plan were: Mr. Buckley — $200,004; Mr. Campbell — $74,400; Mr. Thulin — $64,800; Mr. Sauer — $52,800; and Mr. Harlan — $52,800.

(4) The amounts in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column reflect the actuarial increase in the present value of each individual's pension benefits under all defined benefit pension plans of the Company determined using the same interest rate and mortality assumptions as those used for financial statement reporting purposes. See Note 11 to the Company's audited financial statements for the fiscal year ended December 31, 2008, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2009. No amount is included in this column for Mr. Buckley for 2008 since the net change in the present value of his accumulated benefits under all of the Company's defined benefit plans was a negative amount (-$1,770,617) due to changes in the interest rate and mortality assumptions. There were no above-market earnings on deferred compensation under the Company's nonqualified deferred compensation programs.

(6) The amount in the Bonus column for Mr. Buckley reflects a cash payment made to him during 2006 (pursuant to his employment agreement) to replace the annual bonus and long-term incentive compensation he forfeited as a result of leaving his previous employer.

(7) No amounts are reported for Mr. Sauer and Mr. Harlan for the years 2007 and 2006 since they were not Named Executive Officers of the Company for those years.

(1) The amounts shown reflect 3M matching contributions under the tax-qualified 3M Voluntary Investment Plan and Employee Stock Ownership Plan. All eligible employees under this Plan may receive 3M matching contributions on their pre-tax contributions to the Plan on up to six percent of their eligible pay.

(2) The amount shown reflects 3M matching contributions under the non-qualified defined contribution plan known as the VIP Plus Plan. Eligibility for this plan and its matching contributions is limited to employees whose compensation exceeds a limit established by Federal income tax law for qualified defined contribution plans, and who participate in the Company's Portfolio II pension plan.

(3) The amounts shown reflect the amount of premiums paid by the Company on behalf of each individual with respect to their respective whole life or universal life insurance policies obtained for them under the Executive Life Insurance Plan.

(4) This amount reflects the aggregate incremental cost to the Company for Mr. Buckley's personal use of corporate aircraft during 2008. This aggregate incremental cost was calculated by combining the variable operating costs of such travel, including the cost of fuel, landing fees, on-board catering, and crew travel expenses.

(5) This amount reflects the expenses paid by 3M during 2008 for monitoring service fees and for services and materials needed to complete several projects improving the personal security of Mr. Buckley and his family at their residences.

(6) This amount reflects the aggregate incremental cost to the Company for Mr. Buckley's personal use of Company-provided automobiles and local ground transportation. These costs include lease payments for the vehicles, fuel, insurance premiums, and maintenance.

(7) These amounts reflect additional compensation paid by the Company for the purpose of reimbursing each individual for the income taxes payable upon the receipt of certain items of compensation. All individuals received gross-up payments with respect to the personal use of corporate aircraft by their family members who accompanied the named individuals on 3M business trips. In addition, Mr. Buckley received a gross-up payment with respect to a relocation expense.



															All Other Stock Awards: Number of Shares of Stock or Units (#)			All Other Option Awards: Number of Securities Underlying Obligations (#)(3)
			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)											Exercise or Base Price of Option Awards ($/sh)(4)		Closing Market Price on Date of Grant ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)(5)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)							Exercise or Base Price of Option Awards ($/sh)(4)		Closing Market Price on Date of Grant ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)(5)
George W. Buckley		n/a		117,390		2,795,000		9,135,000
		02/10/08								10,842		54,210		108,420											3,939,441
		03/12/08														200	(6)								15,652
		05/13/08																	220,268		77.18		77.18		3,363,492
		06/12/08														208	(6)								15,712
		09/12/08														225	(6)								15,774
		12/12/08														283	(6)								15,842
Patrick D. Campbell		n/a		21,199		504,728		9,135,000
		02/10/08								2,717		13,585		27,170											987,222
		05/13/08																	51,468		77.18		77.18		785,916
Inge G. Thulin		n/a		16,257		387,069		9,135,000
		02/10/08								1,985		9,924		19,848											721,177
		03/03/08														25,481	(7)								2,000,004
		03/13/08																	2,321		79.08		79.08		27,922
		05/13/08																	50,792		77.18		77.18		775,594
Bradley T. Sauer		n/a		15,802		376,241		9,135,000
		02/10/08								1,985		9,924		19,848											721,177
		03/03/08														25,481	(7)								2,000,004
		05/13/08																	45,508		77.18		77.18		694,907
Joe E. Harlan		n/a		14,924		355,339		9,135,000
		02/10/08								1,985		9,924		19,848											721,177
		03/03/08														25,481	(7)								2,000,004
		05/13/08																	45,508		77.18		77.18		694,907

(1) The amounts shown as the Estimated Future Payouts Under Non-Equity Incentive Plan Awards reflect the threshold, target, and maximum amounts that may be earned by each individual during 2008 under the Executive Annual Incentive Plan. This Plan establishes a maximum amount of annual incentive compensation that may be earned by each covered executive during a plan year, which for each of the Named Executive Officers was one-quarter of one percent of the Company's adjusted net income for

2008, and then provides the Compensation Committee with the discretion to pay each covered executive less than this maximum amount based on such factors as it deems relevant. These factors include, but are not limited to, individual performance, each individual's target annual incentive, and the performance of the Company and its business units as measured by the three metrics used to determine payouts under the Company's broad-based annual incentive plan (see "Elements of the compensation program — Short-term incentive" in the Compensation Discussion and Analysis of this proxy statement). While the Committee considers and is guided by the amounts that would be payable under the annual incentive plan (based on the performance of 3M and its business units) if the Named Executive Officers were covered by such plan, it is not bound by these results and may exercise its discretion to pay different amounts.

(2) The amounts shown as the Estimated Future Payouts Under Equity Incentive Plan Awards reflect the threshold, target, and maximum number of shares of 3M common stock that may be earned by each individual as a result of the performance shares granted to each individual during 2008 under the Performance Unit Plan. The actual number of shares of 3M common stock to be delivered as a result of these performance shares will be determined by the performance of the Company during the three-year performance period of 2008, 2009, and 2010, as measured against two performance criteria selected by the Compensation Committee. The first of these criteria, Economic Profit Growth, requires that the average annual increase in the Company's Economic Profit (after-tax operating income, excluding any special items, minus a charge for the cost of capital) over the three-year performance period be at least four percent in order for participants to receive any payout under this portion of the payout formula. The second of these criteria, Sales Growth, requires that the average annual increase in the Company's organic sales (total sales adjusted for acquisitions, inflation, and currency effects) over the three-year performance period at least equal the rate of worldwide real sales growth as reflected in the Industrial Production Index published by the Federal Reserve in order for participants to receive any payout under this portion of the payout formula. For more information on the payout formula for these performance shares and on the provisions of the Performance Unit Plan in general, refer to the Compensation Discussion and Analysis.

(3) The amounts shown as the All Other Option Awards reflect the numbers of nonqualified stock options granted to each individual during 2008 under the 2005 Management Stock Ownership Program or the 2008 Long-Term Incentive Plan. The options granted on May 13, 2008, were part of the Company's annual grant of stock options to the approximately 5,000 employees participating in the Plan, while the option granted to Mr. Thulin on March 13, 2008, reflects a progressive stock option (commonly referred to as a reload) issued upon his exercise of options granted under pre-2005 versions of the Management Stock Ownership Program which provided for the receipt of such reloads when the optionee makes payment of the exercise price in shares of the Company's common stock.

(4) The exercise price for all stock options granted under the Company's equity plans is set at the fair market value of a share of 3M common stock on the option grant date (as required by the provisions of the 2005 Management Stock Ownership Program and the 2008 Long-Term Incentive Plan). As provided in the plan documents for these plans, the fair market value of a share of 3M common stock is computed as the closing price at which 3M common stock traded on the New York Stock Exchange on the applicable date.

(5) The amounts in the Grant Date Fair Value of Stock and Option Awards column were determined in accordance with SFAS No. 123R. Assumptions made in the calculation of these amounts are included in Note 16 to the Company's audited financial statements for the fiscal year ended December 31, 2008, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2009.

(6) These amounts reflect additional grants of restricted stock units to Mr. Buckley in lieu of dividend payments on a portion of his outstanding restricted stock units, as required by his employment agreement.

(7) These one-time grants of restricted stock units vest on March 3, 2012 assuming continued employment. Except in cases of death or disability, all of the units will be forfeited in the event an individual's employment with the Company ends prior to the vesting date. No dividends will be paid on these restricted stock units prior to the vesting date.

ADDITIONAL INFORMATION REGARDING THE EMPLOYMENT
AGREEMENTS OF THE NAMED EXECUTIVE OFFICERS

Some of the grants and compensation reflected in the above tables are a direct result of the employment agreements that the Company has entered into with two of the Named Executive Officers. The following summary identifies the material terms of these agreements that impacted the compensation or grants of these individuals during 2008.

3M has entered into an employment agreement with George W. Buckley providing for his employment as President and Chief Executive Officer of the Company and for his election as Chairman of the Board of Directors of 3M. The agreement became effective December 6, 2005, and has an initial term of three years. Beginning on December 6, 2006, the agreement automatically extends itself so that the remaining term of the agreement is always two years. However, the term will end on Mr. Buckley's 65th birthday (February 23, 2012) unless the parties otherwise agree. The Company and Mr. Buckley have amended the agreement on several occasions, and this summary reflects the agreement as amended.

The agreement requires that Mr. Buckley receive an annual base salary of $1,600,000. This base salary will be reviewed at least annually and may be increased by the Compensation Committee of the Board, but may not be decreased without Mr. Buckley's consent. The agreement also requires that Mr. Buckley be eligible to participate in the Company's Executive Profit Sharing Plan, with a target annual bonus which is the greater of $2,600,000 and 150 percent of his annual base salary. For 2006 only, the agreement provided that the amount of Mr. Buckley's profit sharing compensation could not be less than $2,600,000.

Pursuant to the agreement, the Company granted to Mr. Buckley nonqualified options to purchase 250,000 shares of 3M common stock at the fair market value of a share of 3M common stock on the effective date of such agreement ($78.15). These options have a ten-year term, and become exercisable in increments of 20 percent on each of the first five anniversaries of the grant date assuming continued employment with the Company. These options become vested and exercisable in full upon Mr. Buckley's death or termination due to disability, upon a termination of his employment by the Company without Cause, upon a termination of his employment by Mr. Buckley for Good Reason, or upon a change of control of the Company.

Pursuant to the agreement, Mr. Buckley was also granted as of the agreement's effective date 50,000 restricted stock units with respect to shares of 3M common stock. These restricted stock units will vest in increments of 20 percent on each of the first five anniversaries of the grant date assuming continued employment with the Company. Dividend equivalents in the form of additional restricted stock units will be provided during the vesting period. These restricted stock units become vested in full upon Mr. Buckley's death or termination due to disability, upon a termination of his employment by the Company without Cause, upon a termination of his employment by Mr. Buckley for Good Reason, or upon a change of control of the Company. Mr. Buckley may not sell or otherwise dispose of the shares of 3M common stock received upon the vesting of these restricted stock units (except as required to pay

withholding taxes) prior to the termination of his employment without the consent of the Compensation Committee of the Board.

The agreement required that Mr. Buckley receive a 2006 grant of nonqualified stock options having a Black-Scholes value of $6,000,000.

Pursuant to the agreement, the Company granted to Mr. Buckley as of the agreement's effective date 16,667 performance units under 3M's Performance Unit Plan with respect to each of the performance periods beginning in 2004 and 2005. Upon the completion of the performance period for the 2004 units (at the end of 2006), Mr. Buckley became entitled to receive payment for one-third of the value of such units. Upon completion of the performance period for the 2005 units (at the end of 2007), Mr. Buckley became entitled to receive payment for two-thirds of the value of the 2005 units.

The agreement required that Mr. Buckley receive a grant of 16,667 performance units under the Performance Unit Plan with respect to the three-year performance period beginning in 2006.

In order to replace the unvested restricted stock units that he forfeited as a result of leaving his previous employer, the agreement required the Company to grant Mr. Buckley (on the effective date of the agreement) 157,808 restricted stock units with respect to shares of 3M common stock. Twenty-five thousand of these restricted stock units vested on December 31, 2006, and the remaining 132,808 restricted stock units will vest on December 6, 2010, assuming continued employment with the Company. Dividend equivalents in the form of cash will be paid to Mr. Buckley during the vesting period. These restricted stock units become vested in full upon Mr. Buckley's death or termination due to disability, upon a termination of his employment by the Company without Cause, upon a termination of his employment by Mr. Buckley for Good Reason, or upon a change of control of the Company. Mr. Buckley may not sell or otherwise dispose of the shares of 3M common stock received upon the vesting of these restricted stock units (except as required to pay withholding taxes) prior to the termination of his employment without the consent of the Compensation Committee of the Board.

In order to replace the annual bonus and long-term incentive compensation that he forfeited as a result of leaving his previous employer, the agreement required the Company to pay Mr. Buckley a cash bonus of $4,117,500 on or before March 15, 2006.

As amended, the agreement requires the Company to pay Mr. Buckley's reasonable expenses of relocating his primary residence to the Minneapolis-St. Paul area, consistent with the Company's relocation policies applicable to other senior executives (including the expenses of periodic travel between his residence in Illinois and Minneapolis-St. Paul through June 30, 2007). If payment of these relocation expenses results in taxable income to Mr. Buckley, the agreement requires the Company to make additional payments to Mr. Buckley (tax gross-ups) with which he may pay the taxes on such income. While he remains employed by the Company, the agreement gives Mr. Buckley the right to have the Company purchase one of his residences in Illinois or Minnesota at its then prevailing value (to be determined by an appraiser mutually agreeable to both parties) if he is unable to complete the sale of such residence within 120 days after electing to exercise this right.

The agreement provides that Mr. Buckley will be eligible for the same perquisites that the Company makes available to its other senior executives. Mr. Buckley, along with members of his family and invited guests, is allowed to use the aircraft owned by the Company for personal travel. The Company will provide Mr. Buckley with an automobile and driver for travel in the Minneapolis-St. Paul area, and with an additional luxury automobile for which the Company will pay all insurance, maintenance, gasoline, and other operating expenses. The Company will provide appropriate security at Mr. Buckley's personal residences.

The agreement provides that Mr. Buckley will earn a supplemental retirement benefit payable in the form of an annuity over his lifetime (or, if he so chooses, in the form of an annuity payable over his lifetime and the lifetime of a joint annuitant) beginning following his termination of employment. The amount of

this benefit will be the amount by which (a) a single life annuity payable for Mr. Buckley's lifetime commencing at age 60 (or, if later, on the date of his termination of employment) equal to 40 percent of his highest average annual cash compensation (base salary plus bonus) during any three consecutive years during his final ten years of employment, exceeds (b) the sum of his actual pension benefits payable at age 60 (or, if later, on the date of his termination of employment) under the plans of the Company and his previous employers. The benefit formula for this supplemental retirement benefit increases by 2 percent (from 40 percent) for each full year following Mr. Buckley's 60th birthday that he remains employed by the Company, up to a maximum of 50 percent. This supplemental retirement benefit vests in full on December 6, 2010, upon Mr. Buckley's death or termination due to disability, upon a termination of his employment by the Company without Cause, or upon a termination of his employment by Mr. Buckley for Good Reason. In the event that the payments of this supplemental retirement benefit received by Mr. Buckley prior to his death (or by Mr. Buckley and his joint annuitant prior to their deaths) are less than the actuarially equivalent lump-sum value of such annuity payments determined at the time the payments commence, the Company will pay in a lump sum to his beneficiary (or to Mr. Buckley's estate, if the beneficiary is deceased) the amount by which such actuarially equivalent lump-sum value exceeds the amount of payments received prior to his death (or prior to the deaths of Mr. Buckley and his joint annuitant).

The agreement required the Company to pay Mr. Buckley's reasonable legal and other professional fees incurred in connection with the completion of his employment agreement, up to a maximum of $125,000, and pay him a tax gross-up payment with respect to its payments of such fees.

3M entered into an employment agreement with Patrick D. Campbell at the time he was hired to serve as the Senior Vice President and Chief Financial Officer of the Company. While most of this agreement's terms expired on the third anniversary of his employment commencement date (February 1, 2005), several of its provisions survived and remain in effect today. The Company and Mr. Campbell amended the agreement during 2008, and this summary reflects the agreement as amended.

The agreement requires the Company to provide Mr. Campbell supplemental retirement benefits payable in the form of a lump sum following the termination of his employment. If he remains employed by 3M for at least ten years, the amount of this lump sum will be the actuarially equivalent present value of an annuity payable for his lifetime commencing at age 60 and based on 45 percent of his highest average annual compensation (base salary plus profit sharing or annual incentive) over a four-year period. If Mr. Campbell is employed by 3M for less than ten years, the amount of the lump sum and the lifetime annuity upon which the lump sum is based will be prorated accordingly. The amount of such benefits will be reduced by the amount of his benefits under 3M's other pension plans and the pension plans of his prior employer. Since Mr. Campbell has completed more than five years of employment with the Company, these supplemental retirement benefits are fully vested.



	Option Awards									Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

George W. Buckley																10,842(10	)		623,849
		150,000		100,000(1	)		78.150		12/06/2015
		189,292		97,515(2	)		87.350		05/09/2016
		62,278		126,446(3	)		84.780		05/08/2017
				220,268(4	)		77.180		05/13/2018
											132,808(5	)		7,641,772
											21,236(6	)		1,221,898
Patrick D. Campbell																2,717(10	)		156,336
		9,395					55.975		02/01/2012
		40,000					64.500		05/14/2012
		44,000					61.850		05/13/2013
		64,873					84.400		05/09/2014
		7,289					80.950		05/06/2011
		71,185					76.800		05/08/2015
		48,180		24,820(2	)		87.350		05/09/2016
		14,979		30,414(3	)		84.780		05/08/2017
		19,671					89.650		05/06/2011
				51,468(4	)		77.180		05/13/2018
Inge G. Thulin																1,985(10	)		114,217
		2,306					43.350		05/07/2010
		8,254					43.350		05/07/2010
		1,704					58.625		05/06/2011
		14,096					58.625		05/06/2011
		36,000					64.500		05/14/2012
		34,000					61.850		05/13/2013
		56,114					84.400		05/09/2014
		67,975					76.800		05/08/2015
		34,320		17,680(2	)		87.350		05/09/2016
		15,100		30,658(3	)		84.780		05/08/2017
		2,321					79.080		05/11/2009
				50,792(4	)		77.180		05/13/2018
											4,925(7	)		283,385
											25,481(8	)		1,466,177
Bradley T. Sauer																1,985(10	)		114,217
		20,600					64.500		05/14/2012
		42,119					61.850		05/13/2013
		40,000					84.400		05/09/2014
		1,228					77.200		05/07/2010
		63,122					76.800		05/08/2015
		2,388					75.200		05/11/2009
		879					75.200		05/07/2010
		470					75.200		05/06/2011
		34,320		17,680(2	)		87.350		05/09/2016
		4,892					87.500		05/06/2011
		12,863		26,116(3	)		84.780		05/08/2017
		1,497					88.650		05/13/2013
		5,599					88.650		05/06/2011
				45,508(4	)		77.180		05/13/2018
											3,987(9	)		229,412
											25,481(8	)		1,466,177
Joe E. Harlan																1,985(10	)		114,217
		17,380					64.500		05/14/2012
		17,380					61.850		05/13/2013
		18,762					84.400		05/09/2014
		39,037					76.800		05/08/2015
		39,600		20,400(2	)		87.350		05/09/2016
		12,863		26,116(3	)		84.780		05/08/2017
				45,508(4	)		77.180		05/13/2018
											3,166(9	)		182,172
											25,481(8	)		1,466,177

(1) These stock options vest in increments of one-half on each of December 6, 2009, and December 6, 2010. These options become vested and exercisable in full upon Mr. Buckley's death or termination due to disability, upon a termination of his employment by the Company without Cause, upon a termination of his employment by Mr. Buckley for Good Reason, or upon a change of control of the Company.

(3) These stock options vest in installments of one-half on May 8, 2009 and May 8, 2010.

(4) These stock options vest in installments of one-third on each of May 13, 2009, May 13, 2010, and May 13, 2011.

(5) These restricted stock units vest in full on December 6, 2010. These restricted stock units become vested in full upon Mr. Buckley's death or termination due to disability, upon a termination of his employment by the Company without Cause, upon a termination of his employment by Mr. Buckley for Good Reason, or upon a change of control of the Company.

(6) These restricted stock units vest in installments of one-half on each of December 6, 2009, and December 6, 2010. These restricted stock units become vested in full upon Mr. Buckley's death or termination due to disability, upon a termination of his employment by the Company without Cause, upon a termination of his employment by Mr. Buckley for Good Reason, or upon a change of control of the Company.

(10) The shares of 3M common stock to be delivered as a result of the performance of these performance shares granted under the Performance Unit Plan will not vest until the shares are actually delivered to each individual following the completion of the three-year performance period of 2008, 2009, and 2010, which will occur no later than March 15, 2011.

The following table shows the present value of the accumulated benefits payable to each of the Named Executive Officers, as well as the number of years of service credited to each individual, under each of the Company's defined benefit pension plans (including any supplemental arrangements pursuant to their employment agreements) determined using the same interest rate and mortality assumptions as those used for financial statement reporting purposes. See Note 11 to the Company's audited financial statements for the fiscal year ended December 31, 2008, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 17, 2009.

The Employee Retirement Income Plan ("ERIP") is a tax-qualified defined benefit pension plan maintained by 3M for its eligible employees in the United States. Effective January 1, 2001, the Company amended the ERIP to include a pension equity formula for (1) employees hired or rehired on or after January 1, 2001, and (2) employees who voluntarily elected the pension equity formula during the one-time choice election period in 2001. Of the Named Executive Officers, Mr. Thulin and Mr. Sauer participate under the non-pension equity formula of the ERIP (the Portfolio I Plan), while Mr. Buckley, Mr. Campbell, and Mr. Harlan participate under the pension equity formula of the ERIP (the Portfolio II Plan). Retirement benefits under the ERIP are based on an employee's years of service and average annual earnings during the employee's four highest-paid consecutive years of service. As applied to the Named Executive Officers, earnings for purposes of the ERIP include base salary, profit sharing, and annual incentive compensation.

Under the Portfolio I Plan, employees earn annual benefits payable at retirement generally equal to 1.15 percent of their high-four average annual earnings multiplied by their years of service plus 0.35 percent of their high-four average annual earnings in excess of a Social Security breakpoint multiplied by their years of service (up to a maximum of 35 years). The Social Security breakpoint is an average of the Social Security taxable wage bases for each of the 35 years ending with the year each employee qualifies for receiving unreduced Social Security retirement benefits. Under the Portfolio I Plan, an employee may retire with an unreduced pension at age 60 (61 or 62 for employees born after 1942) and if the employee's age and service at the time of retirement total at least 90 (91 or 92 for employees born after 1942) the employee would receive a Social Security bridge payment until age 62.

Mr. Thulin is eligible to retire with reduced early retirement benefits under the Portfolio I Plan, with the reduction being equal to 5 percent of the pension otherwise payable for each year that he retires prior to age 61.

As a tax-qualified plan, the ERIP is subject to a variety of limits that apply to both the amount of any employee's earnings that may be considered when determining the benefits earned under the plan as well as the maximum amount of benefits that any employee may earn. The Nonqualified Pension Plan is designed to provide additional benefits to employees, including the Named Executive Officers, affected by these limits. The amount of benefits earned under this Nonqualified Pension Plan generally equal the amount of benefits an employee was not able to earn under the ERIP as a result of the limits imposed by federal tax laws. The benefits earned under this Nonqualified Pension Plan are generally paid in the form of a single lump-sum cash payment following the termination of their employment (subject to any applicable delay under Federal tax laws). Current employees were given a one-time opportunity during 2008 to elect to receive their benefits earned under this Nonqualified Pension Plan in the form of a life annuity following their retirement, and Mr. Buckley did make this election to receive his benefits in the form of a life annuity.

Mr. Buckley and Mr. Campbell also earn supplemental retirement benefits pursuant to their employment agreements with the Company. These supplemental benefits, which were negotiated at the time they agreed to leave their previous employers and join 3M, are designed to replace the pension benefits they failed to earn under the plans of their previous employers because their accrued benefits under those plans do not grow with future increases in compensation. These supplemental benefits are described in detail in the section titled "Additional Information Regarding the Employment Agreements of the Named Executive Officers" following the Grants of Plan-Based Awards Table.

The following table reflects the participation during 2008 by the Named Executive Officers in two nonqualified deferred compensation plans offered by the Company. The Deferred Compensation Plan allows eligible employees to defer for a number of years or until retirement from the Company the receipt of base salary, profit sharing, annual incentive compensation, and Performance Unit Plan award payouts. The VIP Plus Plan allows eligible employees to defer until retirement from the Company the receipt of base salary, profit sharing, and annual incentive compensation. Earnings are credited to the amounts deferred under both plans based on the returns paid on the investment funds available to participants in 3M's qualified 401(k) plan or a fixed rate of return based on corporate bond yields (as selected by each participant).

(1) The amount contributed by Mr. Buckley is included in the Summary Compensation Table as Salary or Non-Equity Incentive Plan Compensation earned in 2008.

(2) The amount contributed by the Company on behalf of Mr. Buckley is included in the "All Other Compensation" column of the Summary Compensation Table.

(3) None of these amounts are included in the Summary Compensation Table as compensation earned in 2008.

(4) Of the amounts reported in this column, $1,194,677 of Mr. Buckley's balance at the end of 2008 and $112,088 of Mr. Campbell's balance at the end of 2008 were reported previously as compensation in the Company's Summary Compensation Tables for prior years.

The Company has entered into employment agreements with two of the Named Executive Officers that will require it to make payments to these individuals in the event of the termination of their employment or change in control of the Company. In addition, many of the Company's executive compensation, benefit, and deferred compensation plans provide the Named Executive Officers with certain rights or the right to receive payments in the event of the termination of their employment or upon a change in control of the Company. The amounts payable to each of the Named Executive Officers in each situation is reflected in the following table, assuming that each individual's employment had terminated or a change in control of the Company had occurred on December 31, 2008. As of December 31, 2008, Mr. Campbell and Mr. Thulin were eligible to retire under the Company's pension plans.



2008 Potential Payments upon Termination or Change in Control Table
Name	Triggering Event	Cash Severance ($)(1)			Outstanding PUP Awards ($)(2)		Vested Restricted Stock/RSUs ($)(3)		Vested Options ($)(4)		Supplemental Pension ($)(5)
George W. Buckley	Resignation without Good Reason/ Termination for Cause		0			200,004		0		0		2,126,270
	Resignation for Good Reason/Non-Cause Termination		9,030,000	(6)		200,004		8,863,670		0		11,711,401	(8)
	Change in Control		0			2,812,593		8,863,670		0		2,127,700
	Death		0			7,319,247		8,863,670		0		11,711,401
	Disability		0			511,928		8,863,670		0		11,711,401	(8)
Patrick D. Campbell	Resignation without Good Reason/Termination for Cause		0			152,568		0		0		3,611,371
	Resignation for Good Reason/Non-Cause Termination		1,271,000	(7)		152,568		0		0		3,611,371
	Change in Control		0			734,787		0		0		1,158,248
	Death		0			1,870,581		0		0		3,615,663
	Disability		0			152,568		0		0		3,611,371
Inge G. Thulin	Resignation without Good Reason/Termination for Cause		0			121,903		0		0		2,786,773
	Resignation for Good Reason/Non-Cause Termination		0			121,903		0		0		2,786,773
	Change in Control		0			537,327		1,749,562		0		2,663,883
	Death		0			1,355,827		1,749,562		0		1,393,387
	Disability		0			121,903		1,749,562		0		2,786,773
Bradley T. Sauer	Resignation without Good Reason/Termination for Cause		0			52,800		0		0		1,414,696
	Resignation for Good Reason/Non-Cause Termination		0			52,800		0		0		1,414,696
	Change in Control		0			525,327		1,695,589		0		1,879,328
	Death		0			1,343,827		1,695,589		0		663,220
	Disability		0			109,903		1,695,589		0		1,414,696
Joe E. Harlan	Resignation without Good Reason/Termination for Cause		0			52,800		0		0		478,764
	Resignation for Good Reason/Non-Cause Termination		0			52,800		0		0		478,764
	Change in Control		0			525,327		1,648,349		0		478,738
	Death		0			1,343,827		1,648,349		0		448,896
	Disability		0			109,903		1,648,349		0		478,764

(1) The amounts in this column reflect the amount of cash severance the Company would be obligated to pay these individuals pursuant to their employment agreements, as described below.

(2) The amounts in this column reflect the value of awards under the Performance Unit Plan for which the three-year performance period has not been completed and/or have not been paid out, but which would be paid upon the occurrence of the respective triggering events in accordance with the provisions of the Plan or the individual's employment agreement.

(3) The amounts in this column reflect the value of unvested 3M restricted stock or restricted stock units that would vest upon the occurrence of the respective triggering events in accordance with the provisions of the Management Stock Ownership Program or the individual's employment agreement. Share values are based on the closing market price of 3M common stock on December 31, 2008 ($57.54).

(4) The amounts in this column reflect the spread value on December 31, 2008, of unvested, in-the-money 3M stock options that will vest upon the occurrence of the respective triggering events in accordance with the provisions of the Management Stock Ownership Program, the Long-Term Incentive Plan, or the individual's employment agreement. Spread values are based on the closing market price of 3M common stock on December 31, 2008 ($57.54).

(5) The amounts in this column reflect the present value of accumulated benefits under 3M's Nonqualified Pension Plan or the individual's supplemental retirement arrangement based on such individual's employment agreement that would be paid to, or on behalf of, each individual upon the occurrence of the respective triggering events. For additional information regarding the terms of the Nonqualified Pension Plan or those individual supplemental retirement arrangements, see the explanation following the Pension Benefits Table and the summaries of these employment agreements in the section entitled "Additional Information Regarding the Employment Agreements of the Named Executive Officers", following the Grants of Plan-Based Awards Table. Except as noted, all of these amounts would be paid in the form of a single lump-sum cash payment.

(6) This amount would be paid in the form of 24 equal monthly installments of $376,250 each.

(7) This amount would be paid in the form of a single lump-sum cash payment.

(8) This amount would be paid in the form of monthly annuity payments over the lifetime of Mr. Buckley (or over the lifetimes of Mr. Buckley and his designated beneficiary).

Each of 3M's Named Executive Officers is eligible to participate in and receive compensation or benefits under several plans of the Company that provide for certain payments or rights in the event of the death of the individual or a change in control of the Company. Both of the Company's deferred compensation programs, the Deferred Compensation Plan and the VIP Plus Plan, provide that the plans will terminate and pay out the account balances of all participants immediately following a change in control of the Company. The Performance Unit Plan provides that the plan will terminate and the Company will immediately pay out the pro rata value of all outstanding performance units immediately following a change in control of the Company (based on the higher of the value of the units for the most recently completed performance period or the value of the outstanding units as if the performance of the Company during the remainder of each respective performance period equaled its performance to the date of the change in control). The Nonqualified Pension Plan provides that, in the event of a change in control of the Company, the Plan will terminate and pay out the remaining accrued benefits of all participants in either an immediate lump-sum cash payment or through the purchase of annuity

contracts designed to pay the pension benefits that would otherwise have been paid following the retirement of each participant. The Management Stock Ownership Program and the Long-Term Incentive Plan provide that all outstanding stock options, restricted stock, and restricted stock units will immediately vest in full upon a change in control of the Company. All of these plans define a change in control of the Company as an event that satisfies the requirements of the applicable regulations under Section 409A of the Internal Revenue Code.

The amounts shown above for each of the Named Executive Officers do not include payments and benefits generally provided on a non-discriminatory basis to all similarly situated salaried employees of the Company upon the termination of their employment with the Company, including: (a) accrued salary; annual incentive, and unused vacation benefits; (b) accrued pension benefits under the Employee Retirement Income Plan; (c) retiree welfare benefits provided to substantially all of the Company's U.S. employees, including retiree medical and dental benefits; (d) distributions of account balances under the Company's qualified 401(k) plan; and (e) distribution of account balances in 3M's nonqualified deferred compensation plans, as described in the 2008 Nonqualified Deferred Compensation Table.

Mr. Buckley's employment agreement with the Company provides that in the event the Company terminates his employment without Cause or if he terminates his employment with Good Reason, he would receive: (a) cash severance equal to two times the sum of his annual base salary and target annual bonus payable in the form of 24 equal monthly installments (or in the form of an immediate lump-sum, subject to a six-month delay if required under Section 409A of the Internal Revenue Code, if the termination occurs within two years following a Change of Control of the Company); (b) a pro rata portion of the annual bonus that he would otherwise have earned for the year in which his employment so terminates; (c) if a Change of Control of the Company causes any payment upon his termination of employment to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, a tax gross-up payment with which to pay such tax and the additional taxes payable as a result of such payment; and (d) immediate vesting of the stock options, restricted stock units, performance units, and supplemental retirement benefits provided under the agreement, and continued welfare benefits for the period that cash severance benefits are payable. No severance benefits (other than accrued salary, bonus, and benefits) are payable in the event of the termination of Mr. Buckley's employment by the Company for Cause or by Mr. Buckley without Good Reason. In the event of the termination of Mr. Buckley's employment due to his death or disability, no severance benefits are payable (other than accrued salary, bonus, and benefits, including the supplemental retirement benefits provided under the agreement) other than a pro rata portion of the annual bonus he would otherwise have earned for the year in which his employment so terminates. If any payment or other benefit provided to Mr. Buckley pursuant to his employment agreement would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, Mr. Buckley would be entitled to receive a tax gross-up payment with which to pay such tax and the additional taxes payable as a result of such payment. As a condition to receiving any cash severance, pro rata annual bonus, or supplemental retirement benefits, Mr. Buckley will sign and deliver to the Company a standard release of claims. In his employment agreement with the Company and as confirmed in the release of claims, Mr. Buckley agrees that for a period of two years following the termination of his employment he will: (1) neither employ nor seek to employ any employee of the Company or encourage them to leave the Company, and (2) neither acquire an ownership interest in or perform certain services for a competitor of the Company.

For purposes of Mr. Buckley's employment agreement, Cause means any of the following: (i) his commission of a felony or misdemeanor involving fraud, dishonesty, or moral turpitude; (ii) his material breach of such employment agreement; (iii) willful or intentional material misconduct by Mr. Buckley in the performance of his duties; (iv) willful and intentional failure by Mr. Buckley to materially comply with a specific, written direction of the Board of Directors that is consistent with normal business practice and

not inconsistent with his responsibilities under such employment agreement; (v) a material violation of the Company's conflict of interest policy; (vi) a material violation of any Company policy that would be grounds for the immediate dismissal of any senior executive of the Company; or (vii) an order or determination of any court, administrative agency, or other entity that has the effect of prohibiting Mr. Buckley from performing his responsibilities under such employment agreement. For purposes of Mr. Buckley's employment agreement, Good Reason means any of the following (unless he agrees in writing that a specific event shall not be Good Reason): (i) the Company's material breach of his employment agreement; (ii) the Company's failure to assign his employment agreement to a successor of the Company or such successor's failure to explicitly assume and agree to be bound by such agreement; (iii) a requirement that Mr. Buckley be principally based at any office or location more than 30 miles from the Company's current headquarters in St. Paul, Minnesota; or (iv) upon or following a Change of Control of the Company, the failure to nominate and elect Mr. Buckley to serve as the chief executive officer, chairman of the board, or most senior executive officer of the Company or its top-tier parent entity. For purposes of Mr. Buckley's employment agreement, a Change of Control of the Company means any of the following (unless, solely for purposes of determining whether the stock options granted to him at the time he commenced employment with the Company become vested upon a Change of Control of the Company, he agrees in writing that a specific event shall not be considered a Change of Control): (i) any person becomes the owner of 20 percent or more of the voting securities of the Company; (ii) the members of the Board of Directors of the Company as of December 6, 2005, and their approved successors fail to constitute at least 50 percent of the members of such Board of Directors; (iii) a merger, consolidation, or reorganization involving the Company if the beneficial owners of the Company's voting securities immediately before such transaction are not expected to own more than 50 percent of the voting power of such voting securities in the corporation resulting from such transaction; (iv) a plan or agreement for the sale or other disposition of substantially all of the assets of the Company (other than to an entity more than 50 percent owned by the Company or an entity more than 50 percent owned by the beneficial owners of the voting securities of the Company immediately before the sale or other disposition); or (v) approval of a plan of liquidation by the stockholders of the Company; provided, however, that for purposes of determining whether shares of 3M common stock or other remuneration are to be delivered to Mr. Buckley upon a Change of Control with respect to the restricted stock units or performance units granted to him pursuant to his employment agreement and for purposes of determining whether the cash severance described above shall be paid in a lump sum instead of installments on account of a termination of his employment without Cause or for Good Reason upon or prior to the second anniversary of a Change of Control, there shall not be a Change of Control unless the event that would otherwise constitute a Change of Control satisfies the requirements of the applicable regulations under Section 409A of the Internal Revenue Code.

Mr. Campbell's employment agreement with the Company provides that in the event the Company terminates his employment without Cause or if he terminates his employment with Good Reason, he would receive: (a) cash severance equal to two times the sum of his annual base salary and annual planned profit sharing or annual incentive if such termination occurs within the first five years following his employment commencement date and one times the sum of his annual base salary and annual planned profit sharing or annual incentive if such termination occurs more than five years but no more than ten years following his employment commencement date, (b) a period of two years following the termination date in which to exercise the stock options granted to him at the time his employment commenced and the stock options he received as his annual stock option grant for 2002, and (c) immediate vesting of the supplemental retirement benefits provided under the agreement. No severance benefits (other than accrued salary, profit sharing or annual incentive, and benefits) are payable in the event of the termination of Mr. Campbell's employment by the Company for Cause or by Mr. Campbell without Good Reason. In the event of the termination of Mr. Campbell's employment due to

his death or disability, no severance benefits (other than accrued salary, profit sharing or annual incentive, and benefits, including the supplemental retirement benefits provided under the agreement) are payable. If any payment or other benefit provided to Mr. Campbell pursuant to his employment agreement would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, Mr. Campbell would be entitled to receive a tax gross-up payment with which to pay such tax and the additional taxes payable as a result of such payment. As a condition to receiving any cash severance, Mr. Campbell will sign and deliver to the Company a standard release of claims.

For purposes of Mr. Campbell's employment agreement, Cause means any of the following: (i) his indictment on or commission of a felony or misdemeanor involving fraud, dishonesty, or moral turpitude; (ii) his material breach of such employment agreement; (iii) willful or intentional material misconduct by Mr. Campbell in the performance of his duties; or (iv) willful or intentional failure by Mr. Campbell to materially comply with a specific, written direction of the Chief Executive Officer that is consistent with normal business practice and with his responsibilities under such employment agreement. For purposes of Mr. Campbell's employment agreement, Good Reason means any of the following (unless he agrees in writing that a specific event shall not be Good Reason): (i) the Company reduces his annual planned cash compensation by more than 15 percent, (ii) his relocation to a primary work site located more than 50 miles from his then current work site, or (iii) his reassignment to a position having primary responsibilities which are significantly less than those of his immediate previous position.

The members of the Compensation Committee are named in the preceding section. No members of the Compensation Committee were officers or employees of 3M or any of its subsidiaries during the year, were formerly 3M officers (except that Robert S. Morrison served as interim Chairman of the Board and Chief Executive Officer from June 30, 2005, to December 6, 2005), or had any relationship otherwise requiring disclosure.

The role of the Audit Committee includes assisting the Board of Directors in its oversight of the Company's financial reporting process. In performing this oversight function, the Audit Committee has:

Based upon the review and discussions described above, the Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, for filing with the Securities and Exchange Commission.

Edward M. Liddy, Chair
Linda G. Alvarado
Michael L. Eskew
W. James Farrell
Herbert L. Henkel

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm

The Audit Committee is responsible for appointing and overseeing the work of the independent registered public accounting firm ("Independent Accounting Firm"). The Audit Committee has established the following procedures for the pre-approval of all audit and permissible non-audit services provided by the Independent Accounting Firm.

Before engagement of the Independent Accounting Firm for the next year's audit, the Independent Accounting Firm will submit to the Audit Committee for approval a detailed description of services it expects to render to the Company during that year for each of the following categories of services:

1. Audit services include audit work performed in the preparation of consolidated financial statements, as well as work that generally only the Independent Accounting Firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.

2. Audit related services are for assurance and related services that are traditionally performed by the Independent Accounting Firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

3. Tax services include all services performed by the Independent Accounting Firm's tax personnel except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.

Before engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires the Independent Accounting Firm to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the Independent Accounting Firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the Independent Accounting Firm.

The Audit Committee has delegated pre-approval authority to the chair of the Committee. The chair must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The following table represents fees for professional services rendered by PricewaterhouseCoopers LLP for the audit of the Company's consolidated financial statements for the years ended December 31, 2007 and 2008, and fees billed for other services rendered by PricewaterhouseCoopers LLP during those periods (amounts in millions).

REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS
FOR NEXT YEAR'S ANNUAL MEETING

In order for a stockholder proposal to be considered for inclusion in 3M's proxy statement for next year's Annual Meeting, our Corporate Secretary must receive the proposal no later than 5 p.m. Central Time on November 25, 2009. Such proposals must be sent via registered, certified, or express mail (or other means that allows the stockholder to determine when the proposal was received by the Corporate Secretary) to: Gregg M. Larson, Deputy General Counsel and Secretary, 3M Company, 3M Center, Building 220-13E-34, St. Paul, MN 55144-1000. Such proposals must contain the information required under 3M's Bylaws, and also must comply with the SEC's regulations regarding the inclusion of stockholder proposals in Company sponsored proxy materials, such as the stockholder continuing to own a minimum number of shares until the Annual Meeting and appearing in person or through an authorized representative at the meeting to present the proposal.

Alternatively, stockholders intending to present a proposal at next year's Annual Meeting without having it included in the Company's proxy statement must comply with the requirements set forth in the Company's Bylaws. Our Bylaws require, among other things, that our Corporate Secretary receive written notice from the record stockholder no earlier than January 12, 2010, and no later than February 13, 2010. The notice must contain the information required by the Bylaws, a copy of which is available upon request to our Corporate Secretary.

Proposals received by the Corporate Secretary after the dates mentioned will not be included in the proxy statement or acted upon at the Annual Meeting.

Determination of Independence — A director is "independent" if the Board affirmatively determines that the director (including nominees for director) has no material relationship with 3M (including its consolidated subsidiaries) directly or as a partner, shareholder, or officer of an organization that has a relationship with 3M. The Board has established the following guidelines to assist it in determining director independence (including nominees for director), that conform to or are more exacting than the independence requirements in the New York Stock Exchange listing standards (NYSE Rules). In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making an independence determination not only from the standpoint of the director (including nominees for director), but also from that of persons or organizations with which the director has an affiliation.

(1) New York Stock Exchange Rule 303A(2)(b) defines "immediate family" to include a person's spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than employees) who share such person's home.


Attendance Card		Attendance Card

Annual Meeting of Stockholders		Annual Meeting of Stockholders

May 12, 2009 RiverCentre 175 West Kellogg Blvd. St. Paul, Minnesota 55102		May 12, 2009 RiverCentre 175 West Kellogg Blvd. St. Paul, Minnesota 55102
This is your ticket to the 2009 Annual Meeting. Please show it upon arrival. Annual Meeting activities begin at 8:30 a.m. with coffee and product displays. The meeting starts at 10:00 a.m. PLEASE NOTE THAT THE 3M STORE, LUNCH, AND GIFT BAGS WILL NO LONGER BE PART OF THE MEETING.		This is your ticket to the 2009 Annual Meeting. Please show it upon arrival. Annual Meeting activities begin at 8:30 a.m. with coffee and product displays. The meeting starts at 10:00 a.m. PLEASE NOTE THAT THE 3M STORE, LUNCH, AND GIFT BAGS WILL NO LONGER BE PART OF THE MEETING.
The meeting will be held in the Roy Wilkins Auditorium. Hosts and hostesses will show you the way after you enter the RiverCentre.		The meeting will be held in the Roy Wilkins Auditorium. Hosts and hostesses will show you the way after you enter the RiverCentre.
Since parking space is limited, you are urged to consider carpooling or public transportation.		Since parking space is limited, you are urged to consider carpooling or public transportation.


		VOTING INSTRUCTIONS
3M CENTER ST. PAUL, MN 55144-1000		VOTE BY INTERNET - *www.proxyvote.com* Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:59 P.M. Central Time on May 11, 2009. Have your proxy card in hand when you access the Web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
		VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 10:59 P.M. Central Time on May 11, 2009. Have your proxy card in hand when you call and then follow the instructions.
		If you vote the shares on the Internet or by telephone, you do not need to mail back the proxy card.
		VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to 3M Company, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, so that it is received by May 11, 2009.
		ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by 3M Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: 3MCOM1 KEEP THIS PORTION FOR YOUR RECORDS

NOTICE OF 2009 ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 12, 2009, 10:00 a.m. Central Time

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com.

The Board of Directors solicits this proxy for use at the Annual Meeting on Tuesday, May 12, 2009.

The stockholder(s) whose signature(s) appear(s) on the reverse side of this proxy card hereby appoint(s) George W. Buckley, Patrick D. Campbell, and Gregg M. Larson or any of them, each with full power of substitution, as proxies, to vote all shares of common stock in 3M Company which the stockholder(s) would be entitled to vote on all matters which may properly come before the 2009 Annual Meeting of Stockholders and any adjournments thereof. THE PROXIES SHALL VOTE SUBJECT TO THE DIRECTION INDICATED ON THE REVERSE SIDE OF THIS CARD. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. THE PROXIES WILL VOTE AS THE BOARD OF DIRECTORS RECOMMENDS WHERE A CHOICE IS NOT SPECIFIED.

FOR PARTICIPANTS IN 3M'S VOLUNTARY INVESTMENT PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN (VIP), AND THE 3M SAVINGS PLAN:

In accordance with the terms of the VIP and Savings Plan, shares allocated to the respective accounts in these plans on the record date will be voted by the trustee, State Street Bank and Trust Company, in accordance with the instructions indicated on the reverse side of this card, and in accordance with the judgment of the trustee upon other business as may properly come before the meeting and any adjournments or postponements thereof. In addition, participants in the VIP may instruct State Street (as VIP trustee) how to vote a proportionate number of both the 3M shares held by the VIP that have not been allocated to accounts of participants and the allocated shares for which no instructions are received. If no instructions are provided or if this card is not received on or before May 7, 2009, shares held in the respective accounts in the Savings Plan will be voted by the trustee as directed by any one of the named proxies designated above. If no instructions are provided or if this card is not received on or before May 7, 2009, shares held in the respective accounts in the VIP will be voted by the trustee in the same proportion that the other participants in the VIP direct the trustee to vote shares in the VIP accounts.

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)


	Filed by the Registrant ý
	Filed by a Party other than the Registrant o
	Check the appropriate box:
	o		Preliminary Proxy Statement
	o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	ý		Definitive Proxy Statement
	o		Definitive Additional Materials
	o		Soliciting Material Pursuant to §240.14a-12


Notice of 2009 Annual Meeting of Stockholders		iii
Proxy Statement		1
	Purpose of the Annual Meeting	1
	Annual Meeting Admission	1
	Information About the Notice of Internet Availability of Proxy Materials	1
	Stockholders Entitled to Vote	2
	Proposals You Are Asked to Vote On and the Board's Voting Recommendations	3
	Voting Requirements to Elect Directors and Approve Each of the Proposals Described in this Proxy Statement	3
	Voting Methods	4
	Changing Your Vote	5
	Counting the Vote	5
	Confidentiality	5
	Results of the Vote	6
	Delivery of Documents to Stockholders Sharing an Address	6
	List of Stockholders	6
	Cost of Proxy Solicitation	6
	Transfer Agent	6
Governance of the Company		7
	Corporate Governance Guidelines	7
	Executive Sessions	7
	Lead Independent Director	7
	Communication with Directors	7
	Director Independence	7
	Director Nomination Process	8
	3M Business Conduct Policies	10
	Related Person Transaction Policy and Procedures	11
	Policy on Adoption of a Rights Plan	11
Board and Committee Membership		12
	Audit Committee	13
	Compensation Committee	13
	Finance Committee	14
	Nominating and Governance Committee	15
Director Compensation and Stock Ownership Guidelines		16


Occidental Petroleum (OXY),	66%	Emil Rossi (Sponsor)
FirstEnergy Corp. (FE)	67%	Chris Rossi
Marathon Oil (MRO)	69%	Nick Rossi

Name/Address		Common Stock Beneficially Owned			Percent of Class

State Street Bank and Trust Company, Trustee ("State Street") (1) State Street Financial Center One Lincoln Street Boston, MA 02111			56,261,994			8.1


Alcoa, Inc.		Honeywell International Inc.
Archer-Daniels-Midland Company		Illinois Tool Works Inc.
Avery Dennison Corporation		Johnson & Johnson
Caterpillar Inc.		Kimberly-Clark Corporation
Danaher Corp.		Medtronic, Inc.
Deere & Company		The Procter & Gamble Company
E.I. du Pont de Nemours and Company		SPX Corporation
Eaton Corporation		Textron Inc.
Ecolab Inc.		Tyco International Ltd.
Emerson Electric Co.		United Technologies Corporation
General Electric Company


Proposals To Be Voted On		19
	Proposal No. 1 — Election of the Ten Directors Identified in this Proxy Statement	19
	Proposal No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm	22
	Proposal No. 3 — Stockholder Proposal on Special Meetings	22
	Proposal No. 4 — Stockholder Proposal on the Vesting of Stock Options and Awards	25
Information on Stock Ownership of Directors and Executive Officers		27
Security Ownership of More Than 5 Percent Stockholders		28
Section 16(a) Beneficial Ownership Reporting Compliance		28
Executive Compensation		29
	Compensation Discussion and Analysis	29
	Compensation Committee Report	40
	Summary Compensation Table	41
	All Other Compensation Table	42
	Grants of Plan-Based Awards Table	43
	Additional Information Regarding the Employment Agreements of the Named Executive Officers	45
	Outstanding Equity Awards at Fiscal Year-End Table	48
	Option Exercises and Stock Vested Table	49
	Pension Benefits	50
	Nonqualified Deferred Compensation	52
	Potential Payments Upon Termination or Change in Control.	53
Compensation Committee Interlocks and Insider Participation		57
Audit Committee Report		58
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm		58
Fees of the Independent Registered Public Accounting Firm		59
Requirements for Submission of Stockholder Proposals for Next Year's Annual Meeting		60
Appendix A — Director Independence Guidelines		A-1


		By Order of the Board of Directors,

		GREGG M. LARSON Deputy General Counsel and Secretary



	Proposals:	The Board's Voting Recommendations:

1.	The election of the ten directors identified in this Proxy Statement.	"FOR" each nominee to the Board

2.	The ratification of the appointment of PricewaterhouseCoopers LLP as 3M's independent registered public accounting firm.	"FOR"

3.	Stockholder proposal on special meetings.	"AGAINST"

4.	Stockholder proposal on the vesting of stock options and awards.	"AGAINST"



Name of Non-Employee Director	Audit			Compensation			Finance			Nominating and Governance

Linda G. Alvarado		X						X

Vance D. Coffman					X	*					X

W. James Farrell		X						X

Michael L. Eskew		X						X	*

Herbert L. Henkel		X									X

Edward M. Liddy		X	*								X

Robert S. Morrison					X						X	*

Aulana L. Peters					X			X

Robert J. Ulrich					X						X



Economic Profit Growth	% of Performance Shares	Sales Growth Exceeding IPI	% of Performance Shares

14% or higher	100%	4.5% or higher	100%

9%	50%	1.5%	50%

4%	10%	0%	10%

Below 4%	0%	Below 0%	0%



2008 All Other Compensation
	401(k) Company Match (1)		VIP Plus Company Match(2)		Executive Life Insurance(3)		Financial Planning		Personal Aircraft Use(4)		Security Systems/ Services(5)		Relocation		Personal Auto Use(6)		Tax Gross Ups(7)		Total
George W. Buckley	$	6,900	$	36,609	$	0	$	13,972	$	115,511	$	25,039	$	425	$	52,661	$	1,306	$	252,423
Patrick D. Campbell		7,046		0		63,152		14,312		0		0		0		0		5,628		90,138
Inge G. Thulin		4,830		0		41,312		13,230		0		0		0		0		1,835		61,207
Bradley T. Sauer		4,830		0		34,973		13,230		0		0		0		0		281		53,314
Joe E. Harlan		7,786		0		39,107		0		0		0		0		0		918		47,811



	Option Exercises and Stock Vested

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
George W. Buckley		0		0		10,984		660,453
Patrick D. Campbell		0		0		0		0
Inge G. Thulin		5,280		166,742		0		0
Bradley T. Sauer		0		0		0		0
Joe E. Harlan		0		0		0		0



	2008 Pension Benefits Table

Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefits ($)		Payments During Last Fiscal Year ($)
George W. Buckley	Employee Retirement Income Plan		3		106,221		0
	Nonqualified Pension Plan		3		2,127,700		0
	Supplemental Retirement Plan		3		9,585,131		0
Patrick D. Campbell	Employee Retirement Income Plan		6		178,379		0
	Nonqualified Pension Plan		6		1,158,248		0
	Supplemental Retirement Plan		6		2,317,980		0
Inge G. Thulin	Employee Retirement Income Plan		29		720,412		0
	Nonqualified Pension Plan		29		2,663,883		0
Bradley T. Sauer	Employee Retirement Income Plan		26		459,850		0
	Nonqualified Pension Plan		26		1,879,328		0
Joe E. Harlan	Employee Retirement Income Plan		7		114,907		0
	Nonqualified Pension Plan		7		478,738		0



2008 Nonqualified Deferred Compensation Table
Name	Executive Contributions in Last FY ($)(1)		Registrant Contributions in Last FY ($)(2)		Aggregate Earnings in Last FY ($)(3)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)(4)
George W. Buckley		2,626,292		36,609		(1,398,395	)		0		2,547,858
Patrick D. Campbell		0		0		(148,288	)		0		483,774
Inge G. Thulin		0		0		0			0		0
Bradley T. Sauer		0		0		417			0		9,728
Joe E. Harlan		0		0		46,138			0		897,467

	2007		2008

Audit Fees: (1)	$	10.7	$	10.4
Audit Related Fees: (2)		0.9		0.8
Tax Fees: (3)		1.2		1.1
All Other Fees:		0.0		0.0

Total	$	12.8	$	12.3





Signature [PLEASE SIGN WITHIN BOX]	Date	Signature (Joint Owners)	Date


Address Changes/Comments:


Vote On Proposal - The Board of Directors Recommends a Vote "FOR" Item 2:
2.	To ratify the appointment of PricewaterhouseCoopers LLP as 3M's independent registered public accounting firm.	o	o	o
Vote On Proposals—The Board of Directors Recommends a Vote "AGAINST" stockholder proposals in Items 3 and 4:
3.	Stockholder proposal on special meetings.	o	o	o
4.	Stockholder proposal on the vesting of stock options and awards.	o	o	o


For address changes and/or comments, please check this box and write them on the back where indicated.		o