Exhibit (10)(iii)
AMENDMENT TO
THE NORTHERN TRUST CORPORATION
AMENDED 1992 INCENTIVE STOCK PLAN
WHEREAS, Northern Trust Corporation (the "Corporation") maintains the
Northern Trust Corporation Amended 1992 Incentive Stock Plan (as 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 Board of Directors of the Corporation under Section 15 of the Plan, the Plan
is hereby amended, effective September 25, 2001 in the following particulars:
1. The introductory clause of the second sentence of Section 6(g)
shall be restated in its entirety as follows:
"For purposes of Stock Options granted prior to September 25,
2001, a "Change in Control" of the Corporation shall be deemed to
occur on the earliest of:"
2. Section 6(h) of the Plan shall be re-designated as Section 6(i) of the
Plan, and the following new Section 6(h) shall be added to the Plan:
(h) For purposes of Stock Options granted on or following September 25,
2001, a "Change in Control" of the Corporation shall be deemed to have
occurred if the event set forth in any one of the following paragraphs
shall have occurred:
(i) any 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, excluding any Person
who becomes such a Beneficial Owner in connection with a
transaction described in clause (A) of paragraph (iii) below; or
(ii) 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
(iii) 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 (A) 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 (B) 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
(iv) 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
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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.
For purposes of the Change in Control definition set forth in this Section
6(h), 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 Corporation has caused this amendment to be
executed on its behalf as of this 25th day of September, 2001.
NORTHERN TRUST CORPORATION
By: /s/ William A. Osborn
-----------------------
Name: William A. Osborn
Title: Chairman
and Chief Executive Officer
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