SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.__ )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
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[X] | Definitive Proxy Statement | ||
[_] | Definitive Additional Materials | ||
[_] | Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
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[_] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
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Notes:
· | Elect 14 directors to hold office until the next annual meeting of stockholders and until their successors shall have been elected and qualified; and |
· | Transact any other business that may properly come before the meeting. |
ROSE A. ELLIS |
Secretary |
IMPORTANT—PLEASE VOTE PROMPTLY |
In order that there may be proper representation at the meeting, we urge you to vote by telephone or through the Internet or sign and return the enclosed proxy in the envelope provided. You may nevertheless vote in person if you do attend the meeting. |
· | telephoning the toll-free number listed on the proxy card; |
· | using the Internet site listed on the proxy card; or |
· | completing, signing, dating and returning the proxy card in the postage-paid envelope provided. |
[PHOTO] | DUANE L. BURNHAM,Director since 1997, Age 58 Retired Chairman and Chief Executive Officer, Abbott Laboratoriessince 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. |
[PHOTO] | DOLORES E. CROSS,Director since 1994, Age 63 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). |
[PHOTO] | SUSAN CROWN,Director since 1997, Age 42 Vice President, Henry Crown and Companysince 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. Luke’s Medical Center in Chicago. |
[PHOTO] | ROBERT S. HAMADA,Director since 1988, Age63 Dean and Edward Eagle Brown Distinguished Service Professor of Finance, Graduate School of Business, University of Chicagosince July 1993, and member of the Faculty since 1966 (Educational institution). Mr. Hamada is a director of A. M. Castle & Co. |
[PHOTO] | BARRY G. HASTINGS,Director since 1994, Age 53 Presidentsince October 1995and Chief Operating Officersince June 1995 of theCorporation and the Bank. |
[PHOTO] | ROBERT A. HELMAN,Director since 1986, Age 66 Partner, Mayer, Brown & Plattsince 1967 (Law firm). Mr. Helman is a director of Dreyer’s Grand Ice Cream, Inc., TC PipeLines GP, Inc. and Brambles USA, Inc. |
[PHOTO] | ARTHUR L. KELLY,Director since 1988, Age 63 Managing Partner, KEL Enterprises L.P.since 1982 (Holding and investment partnership). Mr. Kelly is a director of BASF Aktiengesellschaft, Bayerische Motoren Werke (BMW) A.G., Deere & Company, HomePlace of America, Inc., Snap-on Incorporated and Thyssen-Krupp Industries A.G. |
[PHOTO] | FREDERICK A. KREHBIEL,Director since 1988, Age 59 Co-Chairman and Co-Chief Executive Officer, Molex Incorporatedsince 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. |
[PHOTO] | ROBERT C. McCORMACK, Director since 2000, Age 61 Co-Chairman and Managing Director since 1993and founding partner,Trident Capital, Inc.(Venture capital firm). Mr. McCormack is a director of DeVry Inc. and Illinois Tool Works Inc. |
[PHOTO] | EDWARD J. MOONEY,Director since 1996, Age 59 Délégué Général-North Americasince March 2000,Suez Lyonnaise des Eaux(Worldwide provider of energy, water, waste and communications services); Retired Chairman and Chief Executive Officer, Nalco Chemical Company since March 2000, Chairman and Chief Executive Officer from April 1994 until that date, and President from 1990 until December 1998 (Manufacturer of specialized service chemicals acquired by Suez Lyonnaise des Eaux in November 1999). Mr. Mooney is a director of FMC Corporation. |
[PHOTO] | WILLIAM A. OSBORN,Director since 1994, Age 53 Chairmansince October 1995and Chief Executive Officersince June 1995 of theCorporation and the Bank. Mr. Osborn is a director of Caterpillar Inc., NICOR, Inc. and a Class A Director of the Federal Reserve Bank of Chicago. |
[PHOTO] | HAROLD B. SMITH,Director since 1974, Age 67 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. |
[PHOTO] | WILLIAM D. SMITHBURG,Director since 1981, Age 62 Retired Chairman, President and Chief Executive Officer, The Quaker Oats Companysince 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 and Corning Incorporated. |
[PHOTO] | BIDE L. THOMAS,Director since 1984, Age 65 Retired President, Commonwealth Edison Companysince December 1992 (Company engaged in production, distribution and sale of electric energy). Mr. Thomas is a director of R. R. Donnelley & Sons Company. |
Audit Committee |
Members: Directors Kelly (Chairman), Burnham, Crown, Hamada, Mooney and Thomas |
Number of Meetings in 2000: Four |
Functions: |
· | Reviews reports issued with respect to the Corporation’s annual financial statements and internal control structure |
· | Reviews the internal audit program and results of examinations |
· | Reviews the results of regulatory examinations |
· | Performs such other functions as are described in the Audit Committee Charter attached as Exhibit A to this proxy statement |
The board of directors, in its business judgment, has determined that all members of the Audit Committee are “independent directors,” as required by applicable rules of the National Association of Securities Dealers, Inc. (“NASD”). |
Compensation and Benefits Committee |
Members: Directors Smithburg (Chairman), Burnham, Crown, Kelly, Mooney, Smith and Thomas |
Number of Meetings in 2000: Five | |
Functions: |
· | Reviews compensation policy and executive compensation levels |
· | Recommends benefit and incentive plans, programs and payments |
· | Has administrative authority for certain benefit and incentive plans and programs |
· | Oversees management development and succession planning |
Corporate Governance Committee |
Members: Directors Krehbiel (Chairman), Burnham, Cross, Smith and Smithburg |
Number of Meetings in 2000: Two |
Functions: |
· | Recommends candidates for nomination to the board of directors |
· | Recommends structure and membership of board committees |
· | Considers candidates for the board recommended by stockholders |
This committee will consider a candidate for director proposed by a stockholder. The Corporation’s 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 at the address indicated on the first page of this proxy statement, not less than 90 days and not more than 120 days before the month and day that the Corporation held the prior year’s annual meeting. The notice must contain the information required by the by-laws. |
Other Committees |
The Corporation’s 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. |
Annual Retainer | $40,000 | |
For Each Committee Meeting Attended | $ 1,000 |
Common Stock Owned(1) and Stock Units Held(2) as of January 2, 2001 | |||||||||
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Name | No. of Shares | Percent of Class of Common Stock | No. of Stock Units | ||||||
Duane L. Burnham | 2,000 | * | 9,435 | ||||||
Dolores E. Cross | 3,200 | * | 11,439 | ||||||
Susan Crown | 10,000 | * | 2,400 | ||||||
Robert S. Hamada | 12,200 | * | 2,852 | ||||||
Barry G. Hastings | 992,624 | (3)(4) | * | 40,000 | |||||
Robert A. Helman | 7,200 | * | 9,524 | ||||||
Arthur L. Kelly | 110,900 | * | 5,937 | ||||||
Frederick A. Krehbiel | 24,600 | * | 2,400 | ||||||
Robert C. McCormack | 10,965,261 | (5) | 4.93 | % | 2,400 | ||||
Edward J. Mooney | 5,600 | * | 1,600 | ||||||
William A. Osborn | 1,083,278 | (3) | * | 147,482 | |||||
Perry R. Pero | 897,440 | (3) | * | 69,928 | |||||
Harold B. Smith | 13,965,102 | (6) | 6.28 | % | 1,600 | ||||
William D. Smithburg | 7,200 | * | 47,400 | ||||||
Mark Stevens | 530,018 | (3) | * | 64,000 | |||||
Bide L. Thomas | 6,000 | * | 20,396 | ||||||
Stephen B. Timbers | 150,738 | (3) | * | 32,000 | |||||
All directors and executive officers as a group | 25,289,418 | (3)–(6) | 11.37 | % | 660,793 | ||||
*Less than one percent of the outstanding common stock. |
(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 Commission’s 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). |
(2) Stock units held by certain non-employee directors represent stock units under the 1997 Deferred Compensation Plan for Non-Employee Directors, which include amounts deferred under certain prior deferred compensation plans, and stock equivalents granted under the 1992 Plan as described under “Information About the Board and Committees—Director Compensation.” Stock units held by executive officers are stock equivalents granted under the 1992 Plan. All stock units shown in the table are vested except for 1,600 unvested stock units for each non-employee director and the following unvested stock units for the named executive officers: William A. Osborn, 55,000 unvested stock units; Barry G. Hastings, 40,000 unvested stock units; Mark Stevens, 32,000 unvested stock units; Stephen B. Timbers, 32,000 unvested stock units; and Perry R. Pero, 28,000 unvested stock units. Stock units held by directors and executive officers do not have voting rights. |
(3) Includes shares issuable pursuant to stock options exercisable within 60 days after January 2, 2001, as follows: Mr. Hastings, 527,328 shares; Mr. Osborn, 670,820 shares; Mr. Pero, 330,940 shares; Mr. Stevens, 319,320 shares; Mr. Timbers, 110,000 shares; and all directors and executive officers as a group, 2,681,840 shares. |
(4) Barry G. Hastings has sole voting and investment power as to 12,000 shares of the outstanding common stock which are held in a family trust of which he is the trustee. Mr. Hastings also has shared voting and investment power as to 3,046 shares of the outstanding common stock which are held in two family trusts of which his wife is the trustee. In addition, Mr. Hastings has shared voting and investment power as to 754 shares of the outstanding common stock which are held in a family trust and 2,000 shares which are held by a family corporation. Mr. Hastings disclaims any beneficial ownership interest in the shares referred to in this footnote. |
(5) Robert C. McCormack has sole voting power pursuant to delegated authority as to 702,108 shares or .32% of the outstanding common stock which are held in an irrevocable trust of which the Bank is the sole trustee. As co-trustee with the Bank, Harold B. Smith and one other individual, he shares voting and investment power for 5,164,056 shares or 2.32% of the outstanding common stock. As co-trustee with the Bank he shares voting and investment power for 2,236,069 or 1.01% of the outstanding common stock. With respect to 117,000 shares or .05%, he serves as co-trustee with the Bank and has sole voting and investment power. In addition, Mr. McCormack has sole voting and investment power as to 2,713,424 shares or 1.22% of the outstanding common stock which are held in a family partnership of which he is the general partner. |
(6) See note 2 to the Security Ownership of Certain Beneficial Owners Table on page 13. |
Name and Address | Common Stock(1) Held as of January 2, 2001 | |||||
---|---|---|---|---|---|---|
No. of Shares | Percent of Class | |||||
Harold B. Smith 3600 West Lake Avenue, Glenview, Illinois 60025-5811 | 13,965,102 | (2) | 6.28% | |||
U.S. Trust Corporation 114 West 47th Street, New York, New York 10036 | 14,191,366 | (3) | 6.38% | |||
(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. |
(2) Harold B. Smith serves as co-trustee and shares voting and investment power with various family members and the Bank with respect to 8,684,432 shares or 3.90% 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 101,710 shares or .05% of the outstanding common stock, he serves as co-trustee and shares voting and investment power with other family members. Mr. Smith also has sole voting and investment power over 1,304 shares or .001% of the outstanding common stock held in a trust, and shared voting and investment power over 13,600 shares or .01% of the outstanding common stock as co-trustee of four additional trusts. |
(3) U.S. Trust Corporation holds 14,191,366 shares or 6.38% of the outstanding common stock, including 12,300,515 shares or 5.53% 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 11,400,801 ESOP shares allocated to participant accounts and has shared voting and investment power with respect to the 899,714 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 Trustee’s 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. |
Annual Compensation | Long-Term Compensation | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Principal Position | Year | Salary | Bonus | Other Annual Compen- sation (2) | Restricted Stock Awards (3) | Securities Underlying Options | Payouts (Long- Term Incentive Plan)(4) | All Other Compen- sation (5) | |||||||||
William A. Osborn | 2000 | $887,500 | $1,800,000 | $ 2,001 | $1,757,032 | 170,000 | $105,909 | $208,385 | |||||||||
Chairman and Chief | 1999 | $837,500 | $1,500,000 | $ 14 | $1,354,689 | 200,000 | $716,900 | $157,177 | |||||||||
Executive Officer | 1998 | $757,500 | $1,200,000 | 150,000 | $856,825 | $134,218 | |||||||||||
Barry G. Hastings | 2000 | $665,000 | $1,100,000 | $ 415 | $1,265,063 | 120,000 | $945,574 | $156,142 | |||||||||
President and Chief | 1999 | $626,250 | $ 900,000 | $ 2 | $ 993,439 | 140,000 | $716,900 | $117,531 | |||||||||
Operating Officer | 1998 | $575,000 | $ 750,000 | 100,000 | $856,825 | $101,882 | |||||||||||
Mark Stevens | 2000 | $502,500 | $ 725,000 | $ 2,710 | $ 983,938 | 75,000 | $840,510 | $117,987 | |||||||||
President—Personal | 1999 | $472,500 | $ 600,000 | $ 22 | $ 812,813 | 100,000 | $672,094 | $ 88,676 | |||||||||
Financial Services | 1998 | $443,750 | $ 500,000 | 70,000 | $428,413 | $ 78,626 | |||||||||||
Stephen B. Timbers(1) | 2000 | $487,500 | $ 750,000 | $ 1,609 | $ 983,938 | 80,000 | $114,465 | ||||||||||
President—Northern | 1999 | $443,750 | $ 625,000 | $ 14 | $ 812,813 | 100,000 | $ 62,238 | ||||||||||
Trust Global Investments | 1998 | $362,340 | $ 500,000 | $1,477,500 | 110,000 | ||||||||||||
Perry R. Pero | 2000 | $440,000 | $ 600,000 | $ 843,376 | 60,000 | $523,824 | $103,312 | ||||||||||
Vice Chairman and | 1999 | $400,000 | $ 500,000 | $ 722,500 | 80,000 | $672,094 | $ 73,764 | ||||||||||
Chief Financial Officer | 1998 | $370,000 | $ 425,000 | 50,000 | $856,825 | $ 65,559 |
(1) Mr. Timbers joined the Corporation on February 23, 1998. |
(2) The “Other Annual Compensation” category reflects tax gross-up payments. |
(3) The values of the restricted stock units awarded in 2000, as shown in the table, are based on a price of $70.2813 per share, the mean of the high and low sale prices of the common stock on May 15, 2000, the date of grant, as reported by The Nasdaq Stock Market. |
The total number of shares of restricted stock and stock units held by the named executive officers and their aggregate market value as of December 31, 2000 were: Mr. Osborn—25,000 shares of restricted stock and 147,482 stock units (which include 60,500 stock units received in 2000 in exchange for the cancellation of prior awards of performance shares for the 1995-97 performance period and shares of restricted stock which would have vested in 2001), with the total valued at $14,105,794; Mr. Hastings—25,000 shares of restricted stock and 40,000 stock units, with the total valued at $5,315,781; Mr. Stevens —40,000 shares of restricted stock and 64,000 stock units (which include 32,000 stock units received in 2000 in exchange for the cancellation of a prior award of performance shares for the 1995-97 performance period), with the total valued at $8,505,250; Mr. Timbers—40,000 shares of restricted stock and 32,000 stock units, with the total valued at $5,888,250; and Mr. Pero—69,928 stock units (which include 32,000 stock units received in 2000 in exchange for the cancellation of a prior award of performance shares for the 1995-97 performance period), with the total valued at $5,718,799. All values are based on a price of $81.78125 per share, the mean of the high and low sale prices of the common stock on December 29, 2000, as reported by The Nasdaq Stock Market. |
All restricted stock awards are subject to earlier vesting in the event of a change of control of the Corporation, as defined in the 1992 Plan or earlier prorated vesting upon a participant’s 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 schedule described above. The terms of the restricted stock units are described in “—Compensation and Benefits Committee Report—Stock Units.” |
(4) The values of the amounts shown were determined by multiplying the total number of performance 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. Commencing in 1999, the Compensation and Benefits Committee, in awarding restricted stock units under the 1992 Plan, discontinued awarding performance shares under the Long-Term Incentive Plan. |
(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 2000 TIP and ESOP amounts (in that order) were: Mr. Osborn, $35,500 and $172,885; Mr. Hastings, $26,600 and $129,542; Mr. Stevens, $20,100 and $97,887; Mr. Timbers, $19,500 and $94,965; and Mr. Pero, $17,600 and $85,712. 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) | |||||||||||||||
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Name | Number of Securities Underlying Options Granted(1) | Percent of Total Options Granted to Employees In 2000 | Exercise Price | Expiration Date | 0% | 5% | 10% | |||||||||
William A. Osborn | 170,000 | 5.5 | % | $70.2813 | 5/15/10 | 0 | $7,513,984 | $19,041,846 | ||||||||
Barry G. Hastings | 120,000 | 3.9 | % | $70.2813 | 5/15/10 | 0 | $5,303,989 | $13,441,303 | ||||||||
Mark Stevens | 75,000 | 2.4 | % | $70.2813 | 5/15/10 | 0 | $3,314,993 | $ 8,400,815 | ||||||||
Stephen B. Timbers | 80,000 | 2.6 | % | $70.2813 | 5/15/10 | 0 | $3,535,993 | $ 8,960,869 | ||||||||
Perry R. Pero | 60,000 | 1.9 | % | $70.2813 | 5/15/10 | 0 | $2,651,994 | $ 6,720,652 | ||||||||
(1) All options were granted on May 15, 2000. One-third of these options will each become exercisable on May 15 of 2001, 2002 and 2003. 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 $70.2813 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 $9.8 billion for 5% appreciation and approximately $24.9 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 | 38,508 | $2,103,716 | $275,450 | 670,820 | 370,000 | $40,852,540 | $9,279,990 | ||||||||
Barry G. Hastings | 30,000 | $1,773,123 | $186,618 | 527,328 | 260,000 | $32,933,930 | $6,507,493 | ||||||||
Mark Stevens | 9,500 | $ 457,318 | $139,472 | 319,320 | 175,000 | $19,863,836 | $4,524,995 | ||||||||
Stephen B. Timbers | 0 | $ 0 | $ 0 | 110,000 | 180,000 | $ 5,073,434 | $4,582,495 | ||||||||
Perry R. Pero | 40,060 | $2,605,460 | $294,634 | 330,940 | 140,000 | $21,308,780 | $3,619,996 |
(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. |
(3) Amounts represent options granted since 1991 to Messrs. Osborn, Hastings, Stevens and Pero; and since 1998 to Mr. Timbers. |
(4) Calculated on a pre-tax basis using the spread between the option exercise price and $81.78125, which was the mean of the high and low sale prices of the common stock on December 29, 2000 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 | $ 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 | |||||||
3,250,000 | 585,000 | 877,500 | 1,170,000 | 1,462,500 | 1,755,000 | 2,047,500 | |||||||
3,500,000 | 630,000 | 945,000 | 1,260,000 | 1,575,000 | 1,890,000 | 2,205,000 |
[LINE CHART] Northern Trust S&P 500 KBW 50 Bank -------------- ------- ----------- 1995 100 100 100 1996 132 123 141 1997 258 164 207 1998 327 211 224 1999 401 255 216 2000 622 232 260
By order of the Board of Directors, |
Rose A. Ellis |
Secretary |
Financial Reporting and Control Review Activities |
· | Reviewing and discussing with management the Corporation’s audited financial statements. |
· | Reviewing with management, the internal auditors and the Corporation’s public accountants: |
(1) | their assessments of the adequacy of internal controls; |
(2) | the resolution of any identified material weaknesses and reportable conditions in internal controls over financial reporting, including the prevention or detection of management override or compromise of the internal control system; and |
(3) | the reports issued with respect to the annual financial statements, the internal control structure and procedures for financial reporting, and compliance with certain specified laws and regulations and the basis for such reports. |
Other Review Activities |
· | Reviewing the results of regulatory examinations. |
· | Reviewing the program of the Chief Compliance Officer and the compliance function generally. |
· | Reviewing such other matters as the Committee deems appropriate. |
Reporting Activities |
· | The Committee Chairman shall make regular reports to the Board. |
Printed on Recycled paper. |
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COMPANY # |
CONTROL # |
NORTHERN TRUST CORPORATION PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X] | |||
1. | Election of 14 Directors.Nominees:(01) Duane L. Burnham, (02) Dolores E. Cross, (03) Susan Crown, (04) Robert S. Hamada, (05) Barry G. Hastings, (06) Robert A. Helman, (07) Arthur L. Kelly, (08) Frederick A. Krehbiel, (09) Robert C. McCormack, (10) Edward J. Mooney, (11) William A. Osborn, (12) Harold B. Smith, (13) William D. Smithburg, (14) Bide L. Thomas | For All | Withheld All | For All Except As Noted | 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. |
[_] | [_] | [_] | |||
(Except nominee(s) written above.) | |||||
Dated ___________________, 2001 | |||||
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. |
Ÿ | 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. |
Ÿ | 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 13, 2001. NOTE: Phone voting is available only in the United States of America and Canada. There may be a few limited areas in which access to the toll free number is not available. This is dependent upon the local telephone service provider. |
Ÿ | You will be prompted to enter your 3-digit Company Number and your 7-digit Control Number that are located above. |
Ÿ | Follow the simple voice instructions. |
Ÿ | Use the Internet to vote your shares 24 hours a day, 7 days a week, until 5 PM CST on April 13, 2001. |
Ÿ | You will be prompted to enter your 3-digit Company Number and your 7-digit Control Number that are located above to obtain your records and create an electronic ballot. |
U.S. Trust Company, N.A. |
as Trustee of the |
NORTHERN TRUST |
EMPLOYEE STOCK OWNERSHIP PLAN |
COMPANY # |
CONTROL # |
NORTHERN TRUST CORPORATION PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X] | |||
1. | Election of 14 Directors.Nominees: (01) Duane L. Burnham, (02) Dolores E. Cross, (03) Susan Crown, (04) Robert S. Hamada, (05) Barry G. Hastings, (06) Robert A. Helman, (07) Arthur L. Kelly, (08) Frederick A. Krehbiel, (09) Robert C. McCormack, (10) Edward J. Mooney, (11) William A. Osborn, (12) Harold B. Smith, (13) William D. Smithburg, (14) Bide L. Thomas | For All | Withheld All | For All Except As Noted | 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 in the election of directors, 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 Trustee’s 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. |
[_] | [_] | [_] | |||
(Except nominee(s) written above.) | |||||
Dated ___________________, 2001 | |||||
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. |
Ÿ | 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. |
Ÿ | Use any touch-tone telephone to provide your voting instructions 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 13, 2001. NOTE: Phone voting is available only in the United States of America and Canada. There may be a few limited areas in which access to the toll free number is not available. This is dependent upon the local telephone service provider. |
Ÿ | You will be prompted to enter your 3-digit Company Number and your 7-digit Control Number that are located above. |
Ÿ | Follow the simple voice instructions. |
Ÿ | Use the Internet to vote your shares 24 hours a day, 7 days a week, until 5 PM CST on April 13, 2001. |
Ÿ | You will be prompted to enter your 3-digit Company Number and your 7-digit Control Number that are located above to obtain your records and create an electronic ballot. |
COMPANY # |
CONTROL # |
NORTHERN TRUST CORPORATION PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X] | |||
1. | Election of 14 Directors.Nominees: (01) Duane L. Burnham, (02) Dolores E. Cross, (03) Susan Crown, (04) Robert S. Hamada, (05) Barry G. Hastings, (06) Robert A. Helman, (07) Arthur L. Kelly, (08) Frederick A. Krehbiel, (09) Robert C. McCormack, (10) Edward J. Mooney, (11) William A. Osborn, (12) Harold B. Smith, (13) William D. Smithburg, (14) Bide L. Thomas | For All | Withheld All | For All Except As Noted | 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 in the election of directors, date and sign below, and mail this card in the envelope provided. |
[_] | [_] | [_] | |||
(Except nominee(s) written above.) | |||||
Dated ___________________, 2001 | |||||
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. |
Ÿ | 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. |
Ÿ | Use any touch-tone telephone to provide your voting instructions 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 13, 2001. NOTE: Phone voting is available only in the United States of America and Canada. There may be a few limited areas in which access to the toll free number is not available. This is dependent upon the local telephone service provider. |
Ÿ | You will be prompted to enter your 3-digit Company Number and your 7-digit Control Number that are located above. |
Ÿ | Follow the simple voice instructions. |
Ÿ | Use the Internet to vote your shares 24 hours a day, 7 days a week, until 5 PM CST on April 13, 2001. |
Ÿ | You will be prompted to enter your 3-digit Company Number and your 7-digit Control Number that are located above to obtain your records and create an electronic ballot. |