Exhibit 10(ii)
FIRST AMENDMENT
OF THE RESTATED
NORTHERN TRUST CORPORATION
SUPPLEMENTAL EMPLOYEE STOCK OWNERSHIP PLAN
WHEREAS, the Northern Trust Corporation (the "Corporation") sponsors the
Restated Northern Trust Corporation Supplemental Employee Stock Ownership Plan
(the "Plan"); and
WHEREAS, pursuant to Section 7.1 of the Plan, the Corporation has the right
to amend the Plan when the Corporation deems such amendment to be advisable; and
WHEREAS, the Corporation deems it advisable to amend the Plan;
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 1.3 is hereby amended and restated in its entirety, as
follows:
A "Change in Control" shall be deemed to have
occurred if the event set forth in any one of the
following paragraphs shall have occurred:
(1) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of Northern Trust Corporation (the
"Corporation") (not including in the securities beneficially owned by
such Person any securities acquired directly from the Corporation or
its affiliates) representing 20% or more of the combined voting power
of the Corporation's then outstanding securities, excluding any Person
who becomes such a Beneficial Owner in connection with a transaction
described in clause (i) of paragraph (3) below; or
(2) The election to the Board of Directors of the Corporation,
without the recommendation or approval of two thirds of the of the
incumbent Board of Directors of the Corporation, of the lesser of: (A)
three directors; or (B) directors constituting a majority of the
number of directors of the Corporation then in office, provided,
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however, that directors whose initial assumption of office is in
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connection with an actual or
threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of
the Corporation will not be considered as incumbent members of
the Board of Directors of the Corporation for purposes of this
section; or
(3) there is consummated a merger or consolidation of the
Corporation or any direct or indirect subsidiary of the
Corporation with any other company, other than (i) a merger or
consolidation which would result in the voting securities of the
Corporation outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), at least 60% of the
combined voting power of the securities of the Corporation or
such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (ii) a merger
or consolidation effected to implement a recapitalization of the
Corporation (or similar transaction) in which no Person is or
becomes the Beneficial Owner, directly or indirectly, of
securities of the Corporation (not including in the securities
Beneficially Owned by such Person any securities acquired
directly from the Corporation or its Affiliates) representing 20%
or more of the combined voting power of the Corporation's then
outstanding securities; or
(4) the stockholders of the Corporation approve a plan of
complete liquidation or dissolution of the Corporation or there
is consummated an agreement for the sale or disposition by the
Corporation of all or substantially all of the Corporation's
assets, other than a sale or disposition by the Corporation of
all or substantially all of the Corporation's assets, the
combined voting power of the voting securities of which are owned
by stockholders of the Corporation in substantially the same
proportions as their ownership of the Corporation immediately
prior to such sale.
Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
have occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of
the common stock of the Corporation immediately prior to such transaction
or series of transactions continue to have substantially the same
proportionate
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ownership in an entity which owns all or substantially all of the assets of
the Corporation immediately following such transaction or series of
transactions.
For purposes of this Section 1.3 and Section 1.20 (where applicable)
the following definitions shall apply:
"Affiliate" shall have the meaning set forth in Rule 12b-2 under Section
12 of the Exchange Act; "Beneficial Owner" shall have the meaning set forth
in Rule 13d-3 under the Exchange Act, except that a Person shall not be
deemed to be the Beneficial Owner of any securities with respect to which
such Person has properly filed a Form 13-G; "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended from time to time; and
"Person" shall have the meaning given in Section 3(a)(9) of the Exchange
Act, as modified and used in Sections 13(d) and 14(d) thereof, except that
such term shall not include (i) the Corporation or any of its Affiliates,
(ii) a trustee or other fiduciary holding securities under an employee
benefits plan of the Corporation or any of its subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Corporation in substantially the same proportions as
their ownership of stock of the Corporation.
2. Article 1 is hereby amended by redesignating Subsection 1.20 as
Subsection 1.21.
3. Article 1 is amended by adding the following new Subsection 1.20
thereto:
A "Potential Change in Control" shall be deemed to have occurred if
the event set forth in any one of the following paragraphs shall have
occurred:
(a) the Corporation enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control;
(b) the Corporation or any Person publicly announces an intention to
take or to consider taking actions which, if consummated, would
constitute a Change in Control;
(c) any Person becomes the Beneficial Owner, directly
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or indirectly, of securities of the Corporation
representing 15% or more of either the then outstanding
shares of common stock of the Corporation or the
combined voting power of the Corporation's then
outstanding securities (not including in the securities
beneficially owned by such Person any securities
acquired directly from the Corporation or its
Affiliates); or
(d) the Board adopts a resolution to the effect that,
for purposes of this Plan, a Potential Change in
Control has occurred.
4. Article 3 is hereby amended by deleting the second sentence of
subsection 3.2.
5. Article 4, is hereby amended by adding the following new subsection
4.2 to read as follows:
Notwithstanding anything in this Plan to the contrary, for a
period of two years after the date of an occurrence of a Change in
Control, the Corporation shall not eliminate any of the investment
elections and choices in effect immediately prior to the Change in
Control and shall not decrease the frequency with which Participants
may change such investment elections. Notwithstanding the foregoing,
in the event that an investment election is discontinued by its
sponsor and therefore becomes unavailable to Participants, the
Corporation shall provide a substitute election with substantially
similar investment objectives and policies.
6. Article 7, Subsection 7.1 is hereby amended by adding the following
new sentence after the last sentence thereof, to read as follows:
Notwithstanding the foregoing, (i) for a period of two
years after the date of an occurrence of a Change in
Control or (ii) in the event of a Potential Change in
Control and for a period of six (6) months following
the Potential Change in Control, neither the Board nor
the Committee may terminate this Plan or
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amend this Plan in a manner that adversely affects the
rights of any Participant of the Plan. In addition,
after the date of the occurrence of a Change in
Control, no amendment of Section 5.1 of the Plan shall
be effective with respect to any Participant who is a
Participant as of the occurrence of a Change in Control
without the consent of such Participant.
Except as amended hereby the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this amendment to be
executed on its behalf as of this 16th day of May, 2000.
NORTHERN TRUST CORPORATION
By: /s/ Peter L. Rossiter
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Name: Peter L. Rossiter
Title: Executive Vice President
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