Exhibit 10(iii)
SECOND AMENDMENT
OF THE RESTATED
NORTHERN TRUST CORPORATION
SUPPLEMENTAL THRIFT-INCENTIVE PLAN
WHEREAS, the Northern Trust Corporation (the "Corporation") sponsors
the Restated Northern Trust Corporation Supplemental Thrift-Incentive 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
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, however, that directors whose initial assumption of
-------- -------
office is in 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 to an
entity, at least 60% of 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
2
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 1.24 (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 amended by redesignating Subsection 1.24 as
Subsection 1.25.
3. Article 1 is amended by adding the following new Section 1.24 as
follows:
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;
3
(c) any Person becomes the Beneficial Owner, directly 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. Section 3.4 is hereby amended by deleting the third sentence
thereof.
5. Section 4.1 is hereby amended by adding the following new
subparagraph, after the last subparagraph thereof, 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 which were 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. Section 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 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
4
to any Participant who is a Participant as of the occurrence of a
Change in Control without the consent of such Participant.
This First Amendment to the Plan shall be effective from and after May
16, 2000.
NORTHERN TRUST CORPORATION
By: /s/ Peter L. Rossiter
---------------------------
Name: Peter L. Rossiter
Title: Executive Vice President
5