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121
(a) (2) Financial Statement Schedules. Financial statement schedules are omitted because of the absence of the
conditions under which they are required or because the required information is included in the Consolidated
Financial Statements or the notes thereto. The financial statements of unconsolidated subsidiaries are omitted
because, considered in the aggregate, they would not constitute a significant subsidiary.
(a) (3) Exhibits. The exhibits are either filed with this report or incorporated by reference into this report.
Exhibit numbers 10.1 through 10.46 are management contracts or compensatory plans or arrangements. See
(b) Exhibits, which follow.
(b) Exhibits.
Index to Exhibits:
(3)
Articles of Incorporation and bylaws
(3.1)
Certificate of incorporation, as amended as of May 11, 2007, is incorporated by reference from
our Form 8-K dated May 14, 2007.
(3.2)
Bylaws, as amended as of February 10, 2009, are incorporated by reference from our Form 8-K
dated February 12, 2009.
(4)
Instruments defining the rights of security holders, including indentures:
(4.1)
Indenture, dated as of November 17, 2000, between 3M and The Bank of New York Mellon Trust
Company, N.A., as successor trustee, with respect to 3M’s senior debt securities, is incorporated
by reference from our Form 8-K dated December 7, 2000.
(4.2)
Indenture, dated as of November 21, 2002, between 3M and The Bank of New York Mellon Trust
Company, N.A., as successor trustee, with respect to Liquid Yield Option™ Notes zero coupon
senior debt securities, is incorporated by reference from Registration No. 333-103234 on Form S-
3 filed on February 14, 2003.
(4.3)
First Supplemental Indenture, dated as of November 16, 2005, to Indenture between 3M and the
Bank of New York Mellon Trust Company, N.A., as successor trustee, with respect to Liquid Yield
Option™ Notes zero coupon senior debt securities, is incorporated by reference from our 8-K
dated November 17, 2005.
(4.4)
Except as set forth in the preceding Exhibits 4.1, 4.2 and 4.3, the instruments defining the rights
of holders of long-term debt securities of 3M have been omitted. We agree to furnish to the SEC,
upon request, a copy of such instruments with respect to issuances of long-term debt of 3M.
(10)
Material contracts and management compensation plans and arrangements:
(10.1)
3M 2008 Long-Term Incentive Plan (including amendments through February 2010) is
incorporated by reference from our Form 8-K dated May 12, 2010.
(10.2)
Form of Agreement for Stock Option Grants to Executive Officers under 3M 2008 Long-Term
Incentive Plan is incorporated by reference from our Form 8-K dated May 13, 2008.
(10.3)
Form of Stock Option Agreement for options granted to Executive Officers under the 3M 2008
Long-Term Incentive Plan, commencing February 9, 2010, is incorporated by reference from our
Form 10-K for the year ended December 31, 2009.
(10.4)
Form of Restricted Stock Unit Agreement for restricted stock units granted to Executive Officers
under the 3M Long-Term Incentive Plan, effective February 9, 2010, is incorporated by reference
from our Form 10-K for the year ended December 31, 2009.
(10.5)
Form of 3M 2010 Performance Share Award under the 3M 2008 Long-Term Incentive Plan is
incorporated by reference from our Form 8-K dated March 4, 2010.
(10.6)
Form of Stock Option Agreement for U.S. Employees under 3M 2008 Long-Term Incentive Plan
is incorporated by reference from our Form 10-K for the year ended December 31, 2008.
(10.7)
Form of Restricted Stock Unit Agreement for U.S. Employees under 3M 2008 Long-Term
Incentive Plan is incorporated by reference from our Form 10-K for the year ended December 31,
2008.
(10.8)
Amendment of the 3M 2005 Management Stock Ownership Program and the 3M 2008 Long-term
Incentive Plan transfer of stock options to former spouses, is filed herewith.
(10.9)
3M 2005 Management Stock Ownership Program is incorporated by reference from our Proxy
Statement for the 2005 Annual Meeting of Stockholders.