Rights of Participants. Nothing in this Plan or the fact that a person has received or become eligible to receive short-term incentive compensation hereunder will be deemed to give such person any right to be retained in the employ of [[Unknown Identifier]] or to interfere with the right of [[Unknown Identifier]] to discipline or terminate the employment of such person at any time for any reason whatsoever. No person will have any claim or right to receive short-term incentive compensation under this Plan, except as provided in accordance with the provisions of this Plan and as approved by the Plan Administrator. Unless otherwise specifically determined by 3M, the short-term incentive compensation earned under this Plan will not be deemed a part of any Participant’s compensation for purposes of determining such Participant’s payments or benefits under any [[Unknown Identifier]] benefit plan, severance program or severance pay law of any country. This Plan will be unfunded. [[Unknown Identifier]] will not have any obligation to set aside funds or segregate assets to ensure the payment of any short-term incentive compensation earned hereunder. This Plan will not establish any fiduciary relationship between [[Unknown Identifier]] and any Participant or other person.

Rights of Participants. Except as expressly provided in any grantor trust agreement established by the Company:

Participants. The Employees of the "Terminated Employer" shall cease to be eligible to accrue additional benefits under the Plan with respect to Compensation paid by the "Terminated Employer," effective as of the date of termination. To the extent that these Employees have accrued but unpaid contributions as of the date of termination, the "Terminated Employer" shall pay such amoun ts to the Plan or the "spin-off plan" no later than thirty (30) days after the date of termination, unless the "Terminated Employer" effectively selects the Transfer option under [Subsection (c)(2)] above.

Participants. "Participants" means Executive Officers participating in the Plan.

Participants. The Participants in the Program shall be:

Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under [Section 2.14, 2.15 or 2.16]6] than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of [Section 2.16] unless the sale of the participation to such Participant is made with the Borrower’s prior written consent and such Participant agrees, for the benefit of the Borrower, to comply with paragraphs [(e) and (g) of Section 2.16] as though it were a Lender and in the case of a Participant claiming exemption for portfolio interest under Section 871(h) or 881(c) of the Code, the applicable Lender shall provide the Borrower with satisfactory evidence that the participation is in registered form and shall permit the Borrower to review such register as reasonably needed for the Borrower to comply with its obligations under applicable laws and regulations.

Limitation on Rights of Participants. Except as expressly provided in this Section 9, no Participant shall have any rights by reason of any payment of any stock dividend, stock split, reverse stock split, or any other change in the number of shares of stock of any class, or by reason of any reorganization, consolidation, dissolution, liquidation, merger, exchange, split-up or reverse split-up, or spin-off of assets or stock of another corporation. Any issuance by the Company of Options shall not affect, and no adjustment by reason thereof shall be made with respect to, Options under the Plan.

Rights of Participants and Beneficiaries. The Plan is not an employment agreement and does not ensure or evidence to any degree the continued employment or the claim to continued employment of any Participant for any time or period or job.

With respect to Participants who reside or work outside the United States of America and who are not (and who are not expected to be) "covered employees" within the meaning of Section 162(m) of the Code, the Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or an Affiliate.

All executive officers of the Company, including the CEO, CFO, Deputy CFO, the presidents of the Company’s principal business groups (the “Business Group Presidents”), as well as any other Company officer so designated by the Compensation Committee, participate in this Plan (together, the “Participants”).