UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549SCHEDULE 14A INFORMATION
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Notes:
·
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Elect fourteen directors
to hold office until the next annual meeting of stockholders and until
their successors shall have been elected and qualified;
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·
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Amend the Corporation
s restated certificate of incorporation to increase the authorized
common stock; and
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·
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Transact any other
business that may properly come before the meeting.
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ROSE A. ELLIS
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Secretary
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In order that there may
be proper representation at the meeting, we urge you to vote by telephone
or sign and return the enclosed proxy in the envelope provided. You may
nevertheless vote in person if you do attend the meeting.
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·
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FOR the election of all
fourteen nominees for director; and
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·
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FOR the amendment of the
Corporations restated certificate of incorporation to increase the
authorized common stock.
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PHOTO
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DUANE L. BURNHAM,
Director Since 1997, Age 57
Retired Chairman and Chief Executive Officer, Abbott
Laboratories since April 1999, Chairman from 1990 until that date, and
Chief Executive Officer from 1990 through December 1998 (Global
diversified health care products and services company).
Mr. Burnham is a director of Sara Lee Corporation.
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PHOTO
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DOLORES E. CROSS, Director Since 1994, Age 62
President, Morris Brown College, since June 1999
(Educational institution); GE Fund Distinguished Professor, The Graduate
School and University Center, The City University of New York, from July
1998 to June 1999 (Educational institution); President, GE Fund from
October 1997 to June 1998 (Corporate foundation with education, arts and
public policy programs); President, Chicago State University from 1990 to
September 1997 (Educational institution).
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PHOTO
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SUSAN CROWN,
Director Since 1997, Age 41
Vice President, Henry Crown and Company since 1984 (Company
with diversified manufacturing operations, real estate and
securities).
Ms. Crown is a director of Baxter International Inc. and Illinois
Tool Works Inc. and a trustee of Yale University and Rush-Presbyterian-St.
Lukes Medical Center in Chicago.
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PHOTO
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ROBERT S. HAMADA,
Director Since 1988, Age 62
Dean and Edward Eagle Brown Distinguished Service Professor of
Finance, Graduate School of Business, University of Chicago since July
1993, and member of the Faculty since 1966 (Educational
institution).
Mr. Hamada is a director of A. M. Castle & Co. and the Chicago
Board of Trade.
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PHOTO
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BARRY G. HASTINGS,
Director Since 1994, Age 52
President since October 1995 and Chief Operating Officer
since June 1995 of the Corporation and the Bank and Vice
Chairman from January 1994 to June 1995.
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PHOTO
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ROBERT A. HELMAN,
Director Since 1986, Age 65
Partner, Mayer, Brown & Platt since 1967 (Law
firm).
Mr. Helman is a director of Dreyers Grand Ice Cream, Inc., TC
PipeLines GP, Inc. and Brambles USA, Inc. and a Governor of the Chicago
Stock Exchange.
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PHOTO
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ARTHUR L. KELLY,
Director Since 1988, Age 62
Managing Partner, KEL Enterprises L.P. since 1982 (Holding
and investment partnership).
Mr. Kelly is a director of Bayerische Motoren Werke (BMW) A.G.,
Deere & Company, Snap-on Incorporated and Thyssen-Krupp Industries
A.G.
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PHOTO
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FREDERICK A. KREHBIEL,
Director Since 1988, Age 58
Co-Chairman and Co-Chief Executive Officer, Molex
Incorporated since July 1999, Chairman from November 1993 to July
1999, and Chief Executive Officer from July 1988 to July 1999
(Manufacturer of electrical/electronic interconnecting products and
systems).
Mr. Krehbiel is a director of Molex Incorporated, Tellabs, Inc.,
and DeVry Inc.
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PHOTO
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ROBERT C.
McCORMACK, Age 60
Co-Chairman and Managing Director since 1993 and founding
partner, Trident Capital, Inc. (Venture capital firm).
Mr. McCormack is a director of DeVry Inc., Illinois Tool Works Inc.
and MapQuest.com, Inc.
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PHOTO
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EDWARD J. MOONEY,
Director Since 1996, Age 58
Chairman since July 1994, Chief Executive Officer
since April 1994, and President since 1990, Nalco Chemical
Company (Manufacturer of specialized service chemicals).
Mr. Mooney is a director of Nalco Chemical Company and FMC
Corporation.
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PHOTO
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WILLIAM A. OSBORN,
Director Since 1994, Age 52
Chairman since October 1995 and Chief Executive Officer
since June 1995 of the Corporation and the Bank, President from
January 1994 to October 1995 and Chief Operating Officer from January 1994
to June 1995.
Mr. Osborn is a director of NICOR, Inc.
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PHOTO
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HAROLD B. SMITH,
Director Since 1974, Age 66
Chairman of the Executive Committee, Illinois Tool Works Inc.
since 1982 (Manufacturer and marketer of engineered components and
industrial systems and consumables).
Mr. Smith is a director of Illinois Tool Works Inc. and W. W.
Grainger, Inc. and is a trustee of The Northwestern Mutual Life Insurance
Company.
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PHOTO
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WILLIAM D. SMITHBURG,
Director Since 1981, Age 61
Retired Chairman, President and Chief Executive Officer, The
Quaker Oats Company since October 1997 and from 1981 until that date,
Chief Executive Officer (Worldwide manufacturer and marketer of beverages
and grain-based products).
Mr. Smithburg is a director of Abbott Laboratories, Corning
Incorporated and Prime Capital Corp.
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PHOTO
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BIDE L. THOMAS,
Director Since 1984, Age 64
Retired President, Commonwealth Edison Company since
December 1992 (Company engaged in production, distribution and sale of
electric energy).
Mr. Thomas is a director of R. R. Donnelley & Sons Company and
MYR Group Inc.
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Audit
Committee
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Members: Directors Kelly
(Chairman), Burnham, Hamada, Mitchell and Thomas
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Number of Meetings in
1999: Four
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Functions:
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·
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Oversees internal
controls, audit procedures and compliance program
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·
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Reviews the results of
regulatory examinations
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·
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Reviews matters having a
material effect upon the Corporations financial
operations
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·
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Recommends independent
public accountants and oversees their activities
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Compensation and
Benefits Committee
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Members: Directors
Smithburg (Chairman), Burnham, Kelly, Mooney, Smith and Thomas
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Number of Meetings in
1999: Five
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Functions:
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·
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Reviews compensation
policy and executive compensation levels
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·
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Recommends benefit and
incentive plans, programs and payments
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·
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Has administrative
authority for certain benefit and incentive plans and programs
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·
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Oversees management
development and succession planning
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Corporate Governance
Committee
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Members: Directors
Krehbiel (Chairman), Burnham, Cross, Smith and Smithburg
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Number of Meetings in
1999: Two
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Functions:
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·
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Recommends candidates for
nomination to the board of directors
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·
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Recommends structure and
membership of board committees
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·
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Considers candidates for
the board recommended by stockholders
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This committee will
consider a candidate for director proposed by a stockholder. The
Corporations by-laws provide that stockholders may make director
nominations only if they give timely written notice, directed to the
attention of the secretary of the Corporation, not less than 90 days and
not more than 120 days before the month and day that the Corporation held
the prior years annual meeting. The notice must contain the
information required by the by-laws.
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Other
Committees
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The Corporations
board of directors has three other standing committees. The Business
Strategy Committee reviews the policies, strategies and performance of the
various business units of the Corporation. The Business Risk Committee
reviews the risks inherent in extending credit, managing assets and
liabilities, and providing fiduciary services and other related matters.
The Executive Committee meets as required and may exercise the powers of
the board in the management of the business and affairs of the Corporation
when the board is not in session, subject to limitations imposed by law
and the by-laws of the Corporation.
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Annual Retainer (increased from $35,000 effective January 1, 2000) | $40,000 | |
For Each Committee Meeting Attended | $ 1,000 |
Common Stock Owned(1)
and Stock
Units Held(2) as of January 3, 2000 |
|||||||
---|---|---|---|---|---|---|---|
Name | No. of Shares | Percent of Class
of Common Stock |
No. of Stock Units | ||||
Duane L. Burnham | 2,000 | * | 6,347 | ||||
Dolores E. Cross | 3,200 | * | 8,502 | ||||
Susan Crown | 10,000 | * | 0 | ||||
Robert S. Hamada | 12,200 | * | 0 | ||||
Barry G. Hastings | (3) | * | 22,000 | ||||
Robert A. Helman | 7,200 | * | 6,440 | ||||
Arthur L. Kelly | 110,200 | * | 3,000 | ||||
Frederick A. Krehbiel | 24,600 | * | 0 | ||||
Robert C. McCormack | 10,965,568(4) | % | 0 | ||||
William G. Mitchell | 17,400 | * | 0 | ||||
Edward J. Mooney | 4,800 | * | 0 | ||||
William A. Osborn | (3) | * | 62,500 | ||||
Sheila A. Penrose | (3)(5) | * | 18,000 | ||||
Harold B. Smith | 14,090,306(6) | % | 0 | ||||
William D. Smithburg | 7,200 | * | 44,298 | ||||
Mark Stevens | (3) | * | 18,000 | ||||
Bide L. Thomas | 6,000 | * | 17,217 | ||||
Stephen B. Timbers | (3) | * | 18,000 | ||||
All directors and
executive
officers as a group |
(3)(6) | % | 328,304 | ||||
*Less than one percent of
the outstanding common stock.
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Following are footnotes
to the table on the preceding page:
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(1) The information
contained in this table was furnished to the Corporation by the
individuals named in the table and reflects the Securities and Exchange
Commissions definition of beneficial ownership. Except as noted
below, the nature of beneficial ownership for shares shown in this table
is sole voting and/or investment power (including shares as to which
spouses and minor children of the individuals covered by this table have
such power).
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(2) As set forth in the
table, six non-employee directors hold stock units under the 1997 Deferred
Compensation Plan for Non-Employee Directors, which includes amounts
deferred under certain prior deferred compensation plans. In each case,
the stock units are vested. Stock units held by executive officers are
stock equivalents granted under the provisions of the 1992 Plan. Of the
62,500 stock units listed in the table for Mr. Osborn, 20,000 stock units
are vested and 42,500 are unvested. All stock units held by the other
named executive officers are unvested. Stock units held by directors and
executive officers do not have voting rights.
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(3) Includes shares
issuable pursuant to stock options exercisable within 60 days after
January 3, 2000, as follows: Mr. Hastings, 457,328 shares; Mr. Osborn,
559,328 shares; Ms. Penrose, 204,208 shares; Mr. Stevens, 258,820 shares;
Mr. Timbers, 50,000 shares; and all directors and executive officers as a
group, 2,526,188 shares.
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(4) Robert C. McCormack
has sole voting power as to
shares or
% of the outstanding common stock which are held in an
irrevocable trust. As co-trustee with the Bank, Harold B. Smith and one
other individual, he shares voting and investment power for
shares or %
of the outstanding common stock. As co-trustee with the Bank and another
individual he shares voting and investment power for
or
% of the outstanding common stock. As co-trustee with the Bank
he shares voting and investment power for
or
% of the outstanding common stock. With respect to
shares or %, he serves as co-fiduciary with the
Bank and shares voting power and has sole investment power. Also, members
of his family hold
shares deemed to be shared as to voting and investment power and as
to which he disclaims any beneficial interest.
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(5) Includes 12,420 shares
owned by a charitable foundation over which Ms. Penrose shares voting and
investment power.
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(6) See note 2 to the
Security Ownership of Certain Beneficial Owners Table on page
.
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Name and Address | Common Stock(1)
Held as of January 3, 2000 |
||||
---|---|---|---|---|---|
No. of
Shares |
Percent
of Class |
||||
Harold B. Smith |
14,090,306(2) | 6.34% | |||
3600 West Lake Avenue, Glenview, Illinois 60025-5811 | |||||
U.S. Trust Corporation | 13,424,236(3) | 6.04% | |||
114 West 47th Street, New York, New York 10036 | |||||
(1) The information
contained in this table was furnished to the Corporation by the persons
named in the table and reflects the Securities and Exchange Commission
s definition of beneficial ownership. The nature of beneficial
ownership of the holdings shown in this table is set forth in notes 2 and
3 below.
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(2) Harold B. Smith
serves as co-fiduciary and shares voting and investment power with various
family members and the Bank with respect to 8,776,432 shares or 3.95% of
the outstanding common stock. As co-trustee with the Bank, Robert C.
McCormack and one other individual, he shares voting and investment power
for 5,164,056 shares or 2.32% of the outstanding common stock. With
respect to 118,914 shares or .05% of the outstanding common stock, he
serves as co-fiduciary and shares voting and investment power with other
family members. Mr. Smith also has sole voting and investment power over
9,304 shares or .004% of the outstanding common stock held in a trust, and
shared voting and investment power over 21,600 shares or .01% of the
outstanding common stock as co-trustee of four additional
trusts.
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(3) U.S. Trust
Corporation holds 13,424,236 shares or 6.04% of the outstanding common
stock, including 12,940,576 shares or 5.82% of the outstanding common
stock held by U.S. Trust Company, N.A., a wholly owned subsidiary of U.S.
Trust Corporation, in its capacity as Trustee of the Northern Trust
Employee Stock Ownership Plan (ESOP). U.S. Trust Company, N.A.
has no voting and investment power with respect to the 11,140,226 ESOP
shares allocated to participant accounts and has shared voting and
investment power with respect to the 1,800,350 unallocated ESOP shares.
Participants in the ESOP are entitled to direct the Trustee as to the
voting of shares allocated to their accounts under the ESOP. Unallocated
shares and allocated shares for which no direction is received (together,
Undirected Shares) will be voted by the Trustee in the same
proportion that the allocated shares were voted, unless inconsistent with
the Trustees fiduciary responsibility. Under the ESOP, participants
are named fiduciaries to the extent of their authority to
direct the voting of shares allocated to their accounts and their
proportionate share of Undirected Shares.
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Annual Compensation |
Long-Term
Compensation |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and
Principal Position |
Year | Salary | Bonus |
Other Annual Compen sation (2) |
Restricted
Stock Awards(3) |
Securities
Underlying Options Granted |
Payouts
(Long- Term Incentive Plan)(4) |
All
Other Compen- sation (5) |
|||||||||
William A. Osborn | 1999 | $837,500 | $ | $316 | $1,354,689 | 200,000 | $716,900 | $ | |||||||||
Chairman and | 1998 | $757,500 | $1,200,000 | 150,000 | $856,825 | $134,218 | |||||||||||
Chief Executive Officer | 1997 | $622,500 | $1,000,000 | 150,000 | $665,388 | $102,913 | |||||||||||
Barry G. Hastings | 1999 | $626,250 | $ | $ 48 | $ 993,439 | 140,000 | $716,900 | $ | |||||||||
President and Chief | 1998 | $575,000 | $ 750,000 | 100,000 | $856,825 | $101,882 | |||||||||||
Operating Officer | 1997 | $493,750 | $ 625,000 | 100,000 | $665,388 | $ 81,628 | |||||||||||
Mark Stevens | 1999 | $472,500 | $ | $482 | $ 812,813 | 100,000 | $672,094 | $ | |||||||||
PresidentPersonal | 1998 | $443,750 | $ 500,000 | 70,000 | $428,413 | $ 78,626 | |||||||||||
Financial Services | 1997 | $368,750 | $ 375,000 | $1,132,500 | 60,000 | $332,694 | $ 60,963 | ||||||||||
Sheila A. Penrose | 1999 | $443,750 | $ | $106 | $ 812,813 | 90,000 | $358,500 | $ | |||||||||
PresidentCorporate | 1998 | $418,750 | $ 400,000 | 60,000 | $357,011 | $ 74,196 | |||||||||||
And Institutional
Services |
1997 | $345,000 | $ 350,000 | $1,132,500 | 60,000 | $110,898 | $ 57,036 | ||||||||||
Stephen B. Timbers(1) | 1999 | $443,750 | $ | $311 | $ 812,813 | 100,000 | $ | ||||||||||
PresidentNorthern
Trust Global Investments |
1998 | $362,340 | $ 500,000 | $1,477,500 | 110,000 | $ 0 |
(1) Mr. Timbers joined the
Corporation on February 23, 1998.
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(2) The Other Annual
Compensation category reflects tax gross-up payments.
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(3) The total number of
outstanding restricted stock awards and stock units for the named
executive officers and their aggregate market value as of December 31,
1999 were: Mr. Osborn, 37,500 shares of restricted stock, 30,000 stock
units and 32,500 stock units which Mr. Osborn received in exchange for his
performance shares for the 1994-96 performance period and in exchange for
the portion of his restricted stock grant which would have vested in 2000,
the total valued at $5,368,750; Mr. Hastings, 50,000 shares of restricted
stock and 22,000 stock units, the total valued at $3,865,500; and for each
of
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Mr. Stevens, Ms. Penrose
and Mr. Timbers, 40,000 shares of restricted stock and 18,000 stock units,
the total valued at $3,113,875. These values are based on a price of
$53.6875 per share, the mean of the high and low sale prices of the common
stock on December 31, 1999 as reported by The Nasdaq Stock Market. The
restrictions on the stock awards to Mr. Osborn and Mr. Hastings, granted
on January 3, 1994, commenced to lapse December 15, 1998 for Mr. Osborn
and January 15, 1999 for Mr. Hastings. These stock awards become fully
vested and distributed over a period ending in January 2003. The
restrictions on the stock awards to Mr. Stevens and Ms. Penrose, granted
on September 16, 1997, lapse beginning December 15, 2001 and the stock
becomes fully vested and distributed over a period ending January 15,
2004. The restrictions on the stock award to Mr. Timbers, granted on
February 23, 1998, lapse beginning December 15, 2001 and the stock becomes
fully vested and distributed over a period ending January 15, 2004. All
restricted stock awards are subject to earlier vesting in the event of a
change in control of the Corporation, as defined in the 1992 Plan, or
earlier prorated vesting upon a participants death, normal
retirement or disability, or as otherwise determined by the Compensation
and Benefits Committee. Dividends are paid on restricted stock awards,
adjusted by an interest factor, and distributed in cash to participants in
accordance with the vesting schedules described above. The values of the
restricted stock units awarded in 1999 are based on a price of $45.1563,
the mean of the high and low sale prices of the common stock as reported
by The Nasdaq Stock Market on May 13, 1999, the date of the grant. The
terms of the restricted stock units are described in
Compensation and Benefits Committee ReportStock Units.
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(4) The values of the
amounts shown were determined by multiplying the total number of shares
earned and distributed by the mean of the high and low sale prices of the
common stock on the dates of distribution as reported by The Nasdaq Stock
Market and adding dividend equivalents and an interest factor.
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(5) The All Other
Compensation category reflects contributions on behalf of the named
executive officers to the Thrift-Incentive Plan and the Supplemental
Thrift-Incentive Plan (collectively, TIP) and allocations on
behalf of the named executive officers under The Northern Trust Employee
Stock Ownership Plan and the Supplemental Employee Stock Ownership Plan
(collectively, ESOP), all of which are defined contribution
plans. For the following executive officers, the 1999 TIP and ESOP amounts
(in that order) were: Mr. Osborn, $xxxxx and $xxxxx; Mr. Hastings, $xxxxx
and $xxxxx; Mr. Stevens, $xxxxx and $xxxxx; Ms. Penrose, $xxxxx and
$xxxxx; Mr. Timbers, $xxxxx and $xxxxx. In the event of a change in
control of the Corporation, participants become fully vested in all
benefits payable under the ESOP and all benefits payable under the TIP
that are in excess of applicable Internal Revenue Code limits.
|
Individual Grants | Potential Realizable
Value
at Assumed Annual Rates of Stock Price Appreciation for Option Term of 10 years(2) |
|||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of
Securities Underlying Options Granted(1) |
Percent of
Total Options Granted to Employees In 1999 |
Exercise
Price |
Expiration
Date |
0% | 5% | 10% | |||||||||
William A. Osborn |
200,000 | 5.8 | % | $45.1563 | 5/13/09 | 0 | $5,679,711 | $14,393,503 | ||||||||
Barry G. Hastings | 140,000 | 4.1 | % | $45.1563 | 5/13/09 | 0 | $3,975,798 | $10,075,452 | ||||||||
Mark Stevens | 100,000 | 2.9 | % | $45.1563 | 5/13/09 | 0 | $2,839,855 | $ 7,196,751 | ||||||||
Sheila A. Penrose | 90,000 | 2.6 | % | $45.1563 | 5/13/09 | 0 | $2,555,870 | $ 6,477,076 | ||||||||
Stephen B. Timbers | 100,000 | 2.9 | % | $45.1563 | 5/13/09 | 0 | $2,839,855 | $ 7,196,751 |
(1) All options were granted on May 13, 1999. Two-thirds of these options will become exercisable May 13, 2001, while the remaining one-third will become exercisable on May 13, 2002. In the event of a change in control of the Corporation, as defined in the 1992 Plan, all outstanding stock options become fully vested and exercisable. |
(2) No gain to the optionees is possible without an increase in the stock price, which will benefit all stockholders commensurately. The pre-tax gain to all stockholders after ten years, using as a base the $45.1563 mean of the high and low sale prices of common stock as reported by The Nasdaq Stock Market on the respective option grant dates would be $0 for 0% appreciation, approximately $6 billion for 5% appreciation and approximately $16 billion for 10% appreciation. |
Name | Shares
Acquired on Exercise |
Value
Realized (1) |
Annualized
Value Since Grant Date(2) |
Number of Securities
Underlying Unexercised Options at Fiscal Year-End(3) |
Value of Unexercised
in-the-Money Options at Fiscal Year-End(3)(4) |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||
William A. Osborn | 40,612 | $1,639,170 | $209,855 | 559,328 | 350,000 | $20,983,812 | $4,570,295 | ||||||||
Barry G. Hastings | 75,572 | $2,964,740 | $386,285 | 457,328 | 240,000 | $17,694,312 | $3,103,738 | ||||||||
Mark Stevens | 42,568 | $1,659,847 | $256,293 | 258,820 | 170,000 | $ 9,866,448 | $2,189,679 | ||||||||
Sheila A. Penrose | 15,120 | $ 519,954 | $113,082 | 204,208 | 150,000 | $ 7,432,625 | $1,913,430 | ||||||||
Stephen B. Timbers | 0 | $ 0 | $ 0 | 50,000 | 160,000 | $ 837,500 | $1,998,742 |
(1) Calculated on a
pre-tax basis using the spread between the option exercise price and the
mean of the high and low sale prices of the common stock on the date of
exercise as reported by The Nasdaq Stock Market.
|
(2) Amount of pre-tax
value realized annualized over period between the date of grant and the
date of exercise.
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(3) Amounts represent
options granted since 1990 to Messrs. Osborn and Hastings; since 1991 to
Mr. Stevens; since 1992 to Ms. Penrose; and since 1998 to Mr.
Timbers.
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(4) Calculated on a
pre-tax basis using the spread between the option exercise price and
$53.6875, which was the mean of the high and low sale prices of the
common stock on December 31, 1999 as reported by The Nasdaq Stock
Market.
|
Pension Benefit | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Average Compensation In 5 Highest Years |
Years of Service at
Retirement |
||||||||||||
10 | 15 | 20 | 25 | 30 | 35 | ||||||||
$ 500,000 | $ 120,000 | $180,000 | $ 240,000 | $ 265,000 | $ 290,000 | $ 315,000 | |||||||
750,000 | 180,000 | 270,000 | 360,000 | 397,500 | 435,000 | 472,500 | |||||||
1,000,000 | 240,000 | 360,000 | 480,000 | 530,000 | 580,000 | 630,000 | |||||||
1,250,000 | 300,000 | 450,000 | 600,000 | 662,500 | 725,000 | 787,500 | |||||||
1,500,000 | 360,000 | 540,000 | 720,000 | 795,000 | 870,000 | 945,000 | |||||||
1,750,000 | 420,000 | 630,000 | 840,000 | 927,500 | 1,015,000 | 1,102,500 | |||||||
2,000,000 | 480,000 | 720,000 | 960,000 | 1,060,000 | 1,160,000 | 1,260,000 | |||||||
2,250,000 | 540,000 | 810,000 | 1,080,000 | 1,192,500 | 1,305,000 | 1,417,500 | |||||||
2,500,000 | 600,000 | 900,000 | 1,200,000 | 1,325,000 | 1,450,000 | 1,575,000 | |||||||
2,750,000 | 660,000 | 990,000 | 1,320,000 | 1,457,500 | 1,595,000 | 1,732,500 | |||||||
3,000,000 | 720,000 | 1,080,000 | 1,440,000 | 1,590,000 | 1,740,000 | 1,890,000 |
Pension Benefit (New Formula) | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Average
Compensation
In 5 Highest Years |
Years of Service at
Retirement |
|||||||||||||||||||||||||
10 | 15 | 20 | 25 | 30 | 35 | |||||||||||||||||||||
$ 500,000 | $ 90,000 | $135,000 | $ 180,000 | $ 225,000 | $ 270,000 | $ 315,000 | ||||||||||||||||||||
750,000 | 135,000 | 202,500 | 270,000 | 337,500 | 405,000 | 472,500 | ||||||||||||||||||||
1,000,000 | 180,000 | 270,000 | 360,000 | 450,000 | 540,000 | 630,000 | ||||||||||||||||||||
1,250,000 | 225,000 | 337,500 | 450,000 | 562,500 | 675,000 | 787,500 | ||||||||||||||||||||
1,500,000 | 270,000 | 405,000 | 540,000 | 675,000 | 810,000 | 945,000 | ||||||||||||||||||||
1,750,000 | 315,000 | 472,500 | 630,000 | 787,500 | 945,000 | 1,102,500 | ||||||||||||||||||||
2,000,000 | 360,000 | 540,000 | 720,000 | 900,000 | 1,080,000 | 1,260,000 | ||||||||||||||||||||
2,250,000 | 405,000 | 607,500 | 810,000 | 1,012,500 | 1,215,000 | 1,417,500 | ||||||||||||||||||||
2,500,000 | 450,000 | 675,000 | 900,000 | 1,125,000 | 1,350,000 | 1,575,000 | ||||||||||||||||||||
2,750,000 | 495,000 | 742,500 | 990,000 | 1,237,500 | 1,485,000 | 1,732,500 | ||||||||||||||||||||
3,000,000 | 540,000 | 810,000 | 1,080,000 | 1,350,000 | 1,620,000 | 1,890,000 |
[LINE CHART] 1994 1995 1996 1997 1998 1999 Return: ---- ---- ---- ---- ----- ---- ------- Northern Trust 100 164 217 423 536 658 558% S&P 500 100 137 169 225 290 351 251% KBW 50 Bank 100 160 227 331 359 346 246%
The
total number of shares of all classes of capital stock which the
Corporation has the authority to issue is 570,000,000
shares, which are divided into two classes as follows:
|
10,000,000
shares of Preferred Stock (Preferred Stock) without par value,
and
|
560,000,000 shares of Common Stock (Common Stock),
$1.66 2
/3 par value per share.
|
By order of the Board
of Directors,
|
Rose A.
Ellis
|
Secretary
|
|
Printed on
Recycled paper.
|
|
|
|
NORTHERN TRUST
CORPORATION
|
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING
MANNER USING DARK INK ONLY. [_]
|
. | For
All |
Withheld
All |
For All
Except As Noted |
|
1. | Election of 14 Directors. Nominees: Duane L. Burnham, Dolores E. Cross, Susan Crown, Robert S. Hamada, Barry G. Hastings, Robert A. Helman, Arthur L. Kelly, Frederick A. Krehbiel, Robert C. McCormack, Edward J. Mooney, William A. Osborn, Harold B. Smith, William D. Smithburg, Bide L. Thomas | [_]
|
[_]
|
[_]
|
(Except nominee(s) written above.) |
For
|
Against
|
Abstain
|
|
2. | Approval of the Amendment to Restated Certificate of Incorporation to increase authorized Common Stock | [_]
|
[_]
|
[_]
|
In their sole discretion, the Proxies are
authorized to vote as they shall determine on such other matters as may
properly come before the meeting.
This proxy when
properly executed will be voted in the manner directed herein. If no
direction is made, this proxy will be voted FOR the election of all
nominees for Director, cumulatively for some if the above proxies shall
so determine at their sole discretion, and FOR Proposal
2.
|
Dated________________________________,
2000
|
|
Signature(s)_______________________________________________________________
_
|
|
__________________________________________________________
_______
|
|
Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as an attorney, executor,
administrator, trustee or guardian, please give full title as such. If
a corporation or partnership, sign in name of entity by authorized
person.
|
COMPANY #
CONTROL # |
|
Your telephone vote
authorizes the named proxies to vote your shares in the same manner as
if you marked, signed, dated and returned your proxy card by
mail.
|
|
Use any touch-tone
telephone to vote your proxy 24 hours a day, 7 days a week. The cut-off
for telephone voting is 5 PM CST on April 14, 2000.
|
|
You will be prompted
to enter your 3-digit Company Number and your 7-digit Control Number
which is located above.
|
|
Follow the simple
voice-mail instructions.
|
|
|
|
U.S. Trust Company,
N.A.
|
as Trustee of the
|
NORTHERN TRUST
|
EMPLOYEE STOCK OWNERSHIP
PLAN
|
NORTHERN TRUST
CORPORATION
|
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING
MANNER USING DARK INK ONLY. [_]
|
. | For
All |
Withheld
All |
For All
Except As Noted |
|
1. | Election of 14 Directors. Nominees: Duane L. Burnham, Dolores E. Cross, Susan Crown, Robert S. Hamada, Barry G. Hastings, Robert A. Helman, Arthur L. Kelly, Frederick A. Krehbiel, Robert C. McCormack, Edward J. Mooney, William A. Osborn, Harold B. Smith, William D. Smithburg, Bide L. Thomas | [_]
|
[_]
|
[_]
|
(Except nominee(s) written above.) |
For
|
Against
|
Abstain
|
|
2. | Approval of the Amendment to Restated Certificate of Incorporation to increase authorized Common Stock | [_]
|
[_]
|
[_]
|
In its sole discretion, the Trustee is authorized to
vote as it shall determine on such other matters as may properly come
before the meeting.
Listed on this card is
the number of shares of Common Stock allocated to your account. You may
direct the Trustee of the ESOP to vote all such shares at the annual
meeting. Please express your choice on each Proposal, date and sign
below, and mail this card in the envelope provided.
Unallocated shares and
allocated shares for which no direction is received (together,
Undirected Shares) will be voted by the Trustee in the same proportion
that the allocated shares are voted, unless inconsistent with the
Trustees fiduciary responsibility. Under the ESOP, Participants
are named fiduciaries to the extent of their authority to
direct the voting of shares allocated to their accounts and their
proportionate share of Undirected Shares.
|
Dated________________________________,
2000
|
|
Signature(s)_______________________________________________________________
_
|
|
__________________________________________________________
_______
|
|
Direction to U.S. Trust
Company, N.A., as Trustee of the Northern Trust Employee Stock
Ownership Plan, to vote all shares for which I am entitled to give
voting direction.
Please sign exactly as name appears hereon.
When signing as an attorney, executor, administrator, trustee or
guardian, please give full title as such.
|
COMPANY #
|
CONTROL #
|
|
Your telephone call
gives instructions to the ESOP Trustee to vote your shares in the same
manner as if you marked, signed, dated and returned your voting
instruction card.
|
|
Use any touch-tone
telephone to vote your proxy 24 hours a day, 7 days a week. The cut-off
for giving voting instructions to the ESOP Trustee by Telephone is 5 PM
CST on April 14, 2000.
|
|
You will be prompted
to enter your 3-digit Company Number and your 7-digit Control Number
which is located above.
|
|
Follow the simple
voice mail instructions.
|
|
|
|
NORTHERN TRUST
CORPORATION
|
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING
MANNER USING DARK INK ONLY. [_]
|
. | For
All |
Withheld
All |
For All
Except As Noted |
|
1. | Election of 14 Directors. Nominees: Duane L. Burnham, Dolores E. Cross, Susan Crown, Robert S. Hamada, Barry G. Hastings, Robert A. Helman, Arthur L. Kelly, Frederick A. Krehbiel, Robert C. McCormack, Edward J. Mooney, William A. Osborn, Harold B. Smith, William D. Smithburg, Bide L. Thomas | [_]
|
[_]
|
[_]
|
(Except nominee(s) written above.) |
For
|
Against
|
Abstain
|
|
2. | Approval of the Amendment to Restated Certificate of Incorporation to increase authorized Common Stock | [_]
|
[_]
|
[_]
|
In its sole discretion, the Trustee is authorized to
vote as it shall determine on such other matters as may properly come
before the meeting.
Listed on this card is the number of shares of Common
Stock which you are entitled to vote. You may direct the Trustee of the
Thrift-Incentive Plan to vote all of the shares for which you are
entitled to direct the voting at the annual meeting. Please express
your choice on each Proposal, date and sign below, and mail this card
in the envelope provided.
|
Dated________________________________,
2000
|
|
Signature(s)_______________________________________________________________
_
|
|
__________________________________________________________
_______
|
|
Direction to The Northern Trust
Company, as Trustee of the Thrift-Incentive Plan, to vote my share
participation.
Please sign
exactly as name appears hereon. When signing as an attorney, executor,
administrator, trustee or guardian, please give full title as
such.
|
COMPANY #
CONTROL # |
|
Your telephone call
gives instructions to the Thrift-Incentive Plan Trustee to vote your
shares in the same manner as if you marked, signed, dated and returned
your voting instruction card.
|
|
Use any touch-tone
telephone to vote your proxy 24 hours a day, 7 days a week. The cut-off
for giving voting instructions to the Thrift-Incentive Plan Trustee by
telephone is 5 PM CST on April 14, 2000.
|
|
You will be prompted
to enter your 3-digit Company Number and your 7-digit Control Number
which is located above.
|
|
Follow the simple
voice-mail instructions.
|