Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02(e) Compensatory Arrangements of Certain Officers

Amendment of The 3M VIP Excess Plan

On November 18, 2009, 3M Company approved an amendment to its VIP Excess Plan. This plan offers eligible highly compensated employees with the opportunity to defer the receipt of a portion of their current cash compensation on a tax-favored basis.

The amendment: (i) clarifies the manner in which compensation eligible to be deferred under the plan is determined; (ii) clarifies the manner in which employee contributions and Company matching contributions are determined throughout the plan year, and how the plan operates as an "excess" plan for tax purposes; and (iii) removes the plan's vesting schedule and provides for full and immediate vesting of all contributions made to the plan.

A copy of this amendment is included as Exhibit 10.1 to this report and incorporated by reference into this Item 5.02.

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description

10.1 Amendment of the 3M VIP Excess Plan