EXHIBIT 24
POWER OF ATTORNEY*
KNOW ALL MEN BY THESE PRESENTS, That the undersigned directors and the
Principal Financial and Accounting Officer of MINNESOTA MINING AND MANUFACTURING
COMPANY, a Delaware corporation, hereby constitute and appoint W. James McNerney
Jr., Robert J. Burgstahler, John J. Ursu, Roger P. Smith, Janet L. Yeomans and
Gregg M. Larson, or any of them, their true and lawful attorneys-in-fact and
agents, and each of them with full power to act without the others, for them and
in their name, place, and stead, in any and all capacities, to do any and all
acts and things and execute any and all instruments which said attorneys and
agents may deem necessary or desirable to enable MINNESOTA MINING AND
MANUFACTURING COMPANY to comply with the Securities Act of 1933, as amended, to
file a registration statement or statements covering not to exceed 1,600,000
shares of outstanding common stock of this Corporation which may be issued in
connection with the acquisition of Robinson Nugent, Inc. and any and all
registration and/or qualification (or exemption therefrom) of the Corporation's
common stock for issue, offer, sale, or trade under the Blue Sky or securities
laws of any of the states of the United States of America or the District of
Columbia and in connection therewith to prepare, execute, certify, acknowledge,
verify, deliver, file or cause to be published any applications, reports,
consents to service of process, appointments of attorneys to receive service of
process, and all other documents or instruments which may be required under such
laws, and to take any and all further action which they may deem necessary or
advisable in order to maintain such registration or qualification for as long as
they deem necessary or as required by law, and that this Board of Directors
hereby adopts the form of any and all resolutions required by any such state
authority to be filed in connection with any such application, report, consent
to service of process, appointment of attorneys to receive service of process or
other document or instrument if (1) in the opinion of the officer so acting, the
adoption of such resolution is necessary or advisable, and (2) the Secretary
evidences such adoption by filing with the minutes of this meeting copies of
such resolutions, which shall thereupon be deemed to be adopted by this Board of
Directors and incorporated in the minutes as part of this resolution with the
same force and effect as if presented and adopted at this meeting.
IN WITNESS WHEREOF, the undersigned have subscribed these presents this
10th day of January, 2001.
By: /s/ W. JAMES MCNERNEY JR.
-------------------------------------------
W. James McNerney Jr., Chairman of the
Board and Chief Executive Officer, Director
*This Power of Attorney supplements the Power of Attorney filed as Exhibit 24 on
November 13, 2000.
