Exhibit (10)(i)
AMENDMENT NUMBER THIRTEEN
TO THE
NORTHERN TRUST EMPLOYEE
STOCK OWNERSHIP PLAN
WHEREAS, The Northern Trust Company (the "Company") maintains the Northern
Trust Employee Stock Ownership Plan, as amended and restated effective
January 1, 1989 (as further amended, the "Plan"); and
WHEREAS, amendment of the Plan is now considered desirable;
NOW, THEREFORE, by virtue and in exercise of the amending power reserved to
the Company under Section 13.1 of the Plan, and pursuant to the authority
delegated to the undersigned officer by resolution of the Board of Directors
dated September 25, 2001 the Plan is hereby amended, effective September 25,
2001, in the following particulars:
1. The definition of "Change in Control" set forth in Section 16.11 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 threat-
ened 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 ownership in an entity which owns all or substantially all of
the assets of the Corporation immediately following such transaction or
series of transactions.
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For purposes of the foregoing, 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.
IN WITNESS WHEREOF, the Company has caused this amendment to be
executed on its behalf as of this 25th day of September, 2001.
THE NORTHERN TRUST COMPANY
By: /s/ Marty J. Joyce, Jr.
-------------------------
Name: Marty J. Joyce, Jr.
Title: Senior Vice President
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