Exhibit 3(i)
Resolution 5/16/00
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Northern Trust Corporation
AMENDMENT TO CORPORATION BY-LAWS
RESOLVED, that Article IV of the By-laws of Northern Trust Corporation is
hereby amended in its entirety to read as follows:
ARTICLE IV
THE AUDIT COMMITTEE
An Audit Committee and its Chairman shall be appointed by the Board of
Directors annually at its organization meeting. The Committee shall perform such
functions, both for the Corporation and its subsidiaries on a consolidated basis
and for such individual banking subsidiaries as the Board shall direct, as are
set forth in an Audit Committee Charter adopted by the Board and conforming to
the requirements of the National Association of Securities Dealers, Inc.
("NASD") and applicable regulatory authorities. The Committee shall consist of
no fewer than four Directors. The membership of the Committee shall meet the
requirements of the NASD and applicable regulatory authorities, as set forth in
the Audit Committee Charter. The Committee shall meet upon the call of its
Chairman or any member of the Committee, and a majority of the Committee's
members shall constitute a quorum. In the absence or disqualification of a
member of the Committee, the members present at any meeting and not disqualified
from voting, whether or not they constitute a quorum, may unanimously appoint
another qualified member of the Board to act at the meeting in the place of any
such absent or disqualified member.
By-laws
of
Northern Trust Corporation
Chicago, Illinois
As Effective May 16, 2000
TABLE OF CONTENTS
ARTICLE I-THE STOCKHOLDERS
SECTION 1.1. Annual Meeting ................................................. 1
SECTION 1.2. Special Meetings ............................................... 1
SECTION 1.3. Notice of Meetings ............................................. 1
SECTION 1.4 Fixing Date of Record .......................................... 1
SECTION 1.5. Inspectors of Elections ........................................ 2
SECTION 1.6. Quorum ......................................................... 3
SECTION 1.7. Cumulative Voting Rights ....................................... 3
SECTION 1.8. Proxies ........................................................ 3
SECTION 1.9. Voting by Ballot ............................................... 4
SECTION 1.10. Voting Lists ................................................... 4
SECTION 1.11. Place of Meeting ............................................... 4
SECTION 1.12. Voting of Shares of Certain Holders ............................ 4
SECTION 1.13. Nature of Business at Annual Meeting of Stockholders ........... 5
ARTICLE II-THE BOARD OF DIRECTORS
SECTION 2.1. General Powers ................................................. 6
SECTION 2.2. Number, Tenure and Qualifications .............................. 6
SECTION 2.3. Regular Meetings ............................................... 6
SECTION 2.4. Special Meetings; Notice ....................................... 6
SECTION 2.5. Time of Notice ................................................. 6
SECTION 2.6. Quorum ......................................................... 7
SECTION 2.7. Manner of Acting ............................................... 7
SECTION 2.8. Directors' Compensation ........................................ 7
SECTION 2.9. Vacancies ...................................................... 7
SECTION 2.10. Consent in Lieu of Meeting ..................................... 7
SECTION 2.11. Nomination of Directors ........................................ 7
ARTICLE III-THE EXECUTIVE COMMITTEE
SECTION 3.1. Number, Tenure and Quorum ...................................... 9
SECTION 3.2. Powers ......................................................... 9
SECTION 3.3. Meetings ....................................................... 9
SECTION 3.4. Records and Reports ............................................ 9
ARTICLE IV-THE AUDIT COMMITTEE
SECTION 4.1. The Audit Committee ............................................ 10
ARTICLE V-THE CORPORATE GOVERNANCE COMMITTEE
SECTION 5.1. The Corporate Governance Committee ............................. 10
ARTICLE VI-THE COMPENSATION AND BENEFITS COMMITTEE
SECTION 6.1. The Compensation and Benefits Committee ...................... 10
ARTICLE VII-THE BUSINESS RISK COMMITTEE
SECTION 7.1. The Business Risk Committee .................................. 11
ARTICLE VIII-THE BUSINESS STRATEGY COMMITTEE
SECTION 8.1. The Business Strategy Committee .............................. 11
ARTICLE IX-THE OFFICERS
SECTION 9.1. Number and Term of Office .................................... 12
SECTION 9.2. Removal ...................................................... 12
SECTION 9.3. The Chairman of the Board .................................... 12
SECTION 9.4. The President ................................................ 12
SECTION 9.5. The Chief Executive Officer .................................. 12
SECTION 9.6. The Vice Chairmen ............................................ 13
SECTION 9.7. The Executive Vice Presidents ................................ 13
SECTION 9.8. The Vice Presidents .......................................... 13
SECTION 9.9. The Treasurer ................................................ 13
SECTION 9.10. The Secretary ................................................ 13
SECTION 9.11. Assistant Treasurers and Assistant Secretaries ............... 14
SECTION 9.12. Salaries ..................................................... 14
ARTICLE X-CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 10.1. Contracts .................................................... 14
SECTION 10.2. Loans ........................................................ 14
SECTION 10.3. Checks, Drafts, etc. ......................................... 14
SECTION 10.4. Deposits ..................................................... 14
SECTION 10.5. Power to Execute Proxies ..................................... 14
ARTICLE XI-CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 11.1. Certificates for Shares ...................................... 15
SECTION 11.2. Transfers of Shares .......................................... 15
ARTICLES XII-FISCAL YEAR
SECTION 12.1. Fiscal Year .................................................. 15
ARTICLE XIII-SEAL
SECTION 13.1. Seal ......................................................... 15
ARTICLE XIV-WAIVER OF NOTICE
SECTION 14.1. Waiver of Notice ............................................. 16
ARTICLE XV-INDEMNIFICATION
SECTION 15.1. Indemnification Request ...................................... 16
SECTION 15.2. Determination of Indemnification Request ..................... 16
SECTION 15.3. Presumption of Entitlement; Conclusive Effect of Findings
of Fact and Law; Other Procedures ............................ 16
SECTION 15.4. Cooperation and Expenses ..................................... 17
SECTION 15.5. Selection of Independent Counsel ............................. 17
SECTION 15.6. Time for Determination ....................................... 17
SECTION 15.7. Failure to Make Determination Remedies For
Enforcement .................................................. 18
SECTION 15.8. Appeal of Adverse Determination .............................. 18
SECTION 15.9. Burden of Proof .............................................. 18
SECTION 15.10. Definition of "Disinterested Director." ...................... 18
SECTION 15.11. Definition of "Change of Control." ........................... 19
SECTION 15.12. Advancement of Expenses ...................................... 19
SECTION 15.13. Personal Liability of Directors .............................. 19
ARTICLE XVI-AMENDMENTS
SECTION 16.1. Amendments ................................................... 20
By-laws
of
Northern Trust Corporation
Chicago, Illinois
ARTICLE I
THE STOCKHOLDERS
SECTION 1.1. Annual Meeting. The annual meeting of stockholders shall be
held on such date and at such time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which meeting
the stockholders shall elect directors, and transact such other business as may
properly be brought before the meeting.
SECTION 1.2. Special Meetings. A special meeting of the stockholders may be
called at any time by the Board of Directors, the Chairman of the Board or the
President. At a special meeting of the stockholders, only such business shall be
conducted as shall be specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors.
SECTION 1.3. Notice of Meetings. Unless a different manner of giving notice
is prescribed by statute, written or printed notice stating the place, day, and
hour of the meeting, and in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not more than 50 days nor
less than 10 days (or less than 20 days if a merger or consolidation of the
Corporation, or a sale, lease or exchange of all or substantially all of the
Corporation's property or assets, is to be acted upon at the meeting) before the
date of the meeting either personally or by mail, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail with postage thereon prepaid
addressed to the stockholder at the stockholder's address as it appears on the
records of the Corporation.
SECTION 1.4. Fixing Date of Record.
(a) In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, the Board of Directors may fix a record date, which record date shall
not precede the date on which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than 60 nor
less than 10 days (or less than 20 days if a merger or consolidation of the
Corporation, or a sale, lease or exchange of all or substantially all of the
Corporation's property or assets, is to be acted upon at the meeting) before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the next day
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to an adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date on
which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within 10 days after the date on
which such a request is received, adopt a resolution fixing the record date. If
no record date has been fixed by the Board of Directors within 10 days of the
date on which such a request is received, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is required by the
Restated Certificate of Incorporation of the Corporation or by statute, shall be
the first date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered in the manner required by law to the
Corporation at its registered office in the State of Delaware or at its
principal place of business or to an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of the Corporation's
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand delivery or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by the Restated Certificate of
Incorporation or by statute, the record date for determining stockholders
entitled to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.
(c) In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall not be more than 60 days prior to such
action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
(d) Only those who shall be stockholders of record on the record date so
fixed as aforesaid shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend or
other distribution, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding the transfer of any stock on the
books of the Corporation after the applicable record date.
SECTION 1.5. Inspectors of Election. The Board of Directors or the
Executive Committee of the Board of Directors of the Corporation shall appoint,
in advance, one or more inspectors to act at each meeting of the stockholders of
the Corporation. If no inspector has been appointed or one or more have been
appointed but are unable or fail to act, the presiding officer of any meeting of
the stockholders shall appoint one or more persons as inspectors for such
meeting. Such inspectors shall ascertain the number of shares of stock of the
Corporation outstanding and entitled to vote at the meeting and the voting power
of each share; determine and report the number of shares represented at the
meeting, based upon their determination of the validity and effect of proxies
and ballots; count all votes and ballots and report the results; and do such
other acts as are required by law or are proper to conduct the election and
voting with impartiality and fairness to all the stockholders. Each report of an
inspector shall be in writing and signed by him or her or a majority of them if
there is more than one inspector acting at such meeting. If there is more than
one inspector, the report of a majority shall be the report of the inspectors.
The report of the inspector or inspectors on the number of shares represented at
the meeting and the results of the voting shall be prima facie evidence thereof.
The inspector or inspectors may appoint or retain other persons or entities to
assist in performing their duties.
SECTION 1.6. Quorum. The holders of a majority of the outstanding shares
of capital stock entitled to vote at the meeting, represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders. A quorum, once
established, shall not be broken by the withdrawal of enough votes to leave less
than a quorum. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the presiding officer at the meeting or the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.
SECTION 1.7. Cumulative Voting Rights. At all elections of Directors of
the Corporation, each stockholder entitled generally to vote for the election of
Directors shall be entitled to as many votes as shall equal the number of votes
which (except for this provision as to cumulative voting) the stockholder would
be entitled to cast for the election of Directors with respect to the
stockholder's shares of stock multiplied by the number of Directors to be
elected, and the stockholder may cast all of such votes for a single Director or
may distribute them among the number to be voted for, or for any two or more of
them as the stockholder may see fit.
SECTION 1.8. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholder by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. Without
limiting the manner in which a stockholder may authorize another person or
persons to act for such stockholder as proxy pursuant to the foregoing sentence,
a stockholder may validly grant such authority by (a) executing a
writing authorizing another person or persons to act for such stockholder as
proxy, (b) authorizing another person or persons to act for such stockholder as
proxy by transmitting or authorizing the transmission of a telegram, cablegram,
or other means of electronic transmission to the person who will be the holder
of the proxy or to a proxy solicitation firm, proxy support service organization
or like agent duly authorized by the person who will be the holder of the proxy
to receive such transmission, provided that any such telegram, cablegram or
other means of electronic transmission must either set forth or be submitted
with information from which it can be determined that the telegram, cablegram or
other electronic transmission was authorized by the stockholder, or (c) any
other means permitted under the General Corporation Law of the State of
Delaware.
SECTION 1.9. Voting by Ballot. Voting in any election for Directors shall
be by ballot.
SECTION 1.10. Voting Lists. The officer who has charge of the stock ledger
of the Corporation shall prepare and make, at least 10 days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
SECTION 1.11. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or any special meeting called by the Board of Directors.
If no designation is made, or if a special meeting is otherwise called, the
place of meeting shall be the principal office of the Corporation in the City of
Chicago.
SECTION 1.12. Voting of Shares of Certain Holders. Shares of capital stock
of the Corporation standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the by-laws of such
corporation may prescribe, or, in the absence of such provision, as the Board of
Directors of such corporation may determine.
Shares of capital stock of the Corporation standing in the name of a
deceased person, a minor ward or an incompetent person, may be voted by his or
her administrator, executor, court appointed guardian or conservator, either in
person or by proxy without a transfer of such shares into the name of such
administrator, executor, court appointed guardian or conservator. Shares of
capital stock of the Corporation standing in the name of a trustee may be voted
by the trustee, either in person or by proxy.
Shares of capital stock of the Corporation standing in the name of a
receiver may be voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
the receiver's name if authority so to do be contained in an appropriate order
of the court by which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own capital stock belonging to this Corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own stock held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares at any given time.
SECTION 1.13. Nature of Business at Annual Meeting of Stockholders. No
business may be transacted at an annual meeting of stockholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any duly authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (c) otherwise properly brought before the
annual meeting by any stockholder of the Corporation (i) who is a stockholder of
record on the date of the giving of the notice provided for in this Section 1.13
and on the record date for the determination of stockholders entitled to vote at
such annual meeting and (ii) who complies with the notice procedures set forth
in this Section 1.13.
In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than ninety (90) days nor more than one-hundred twenty (120) days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
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called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs.
To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.
No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in
this Section 1.13, provided, however, that, once business has been properly
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brought before the annual meeting in accordance with such procedures, nothing in
this Section 1.13 shall be deemed to preclude discussion by any stockholder of
any such business. If the Chairman of an annual meeting determines that business
was not properly brought before the annual meeting in accordance with the
foregoing procedures, the Chairman shall declare to the meeting that the
business was not properly brought before the meeting and such business shall not
be transacted.
ARTICLE II
THE BOARD OF DIRECTORS
SECTION 2.1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors.
SECTION 2.2. Number, Tenure and Qualifications. The Board of Directors of
the Corporation shall consist of such number of Directors, not less than five
nor more than 25, as shall be fixed from time to time by the Board of Directors.
Each Director shall hold office until the next annual meeting of stockholders or
until a successor is elected.
SECTION 2.3. Regular Meetings. A regular meeting of the Board of Directors
shall be held at least once each quarter at such place, date and hour as the
Board may appoint. Notice of each regular meeting, unless waived, shall be given
in the same manner as is provided for notice of a special meeting.
SECTION 2.4. Special Meetings; Notice. A special meeting of the Board of
Directors may be called by or at the request of the Chairman of the Board, the
President or a majority of the Directors then in office. The person or persons
calling or requesting such meeting may fix the place, date and hour thereof.
Notice of the place, date, and hour of each special meeting, unless
waived, shall be given to each Director either by mail not less than forty-eight
(48) hours before the date of the meeting, by telephone, facsimile or telegram
on twenty-four (24) hours' notice, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances. Such notice may be given by the Secretary or by the officer or
Directors calling the meeting.
SECTION 2.5. Time of Notice. If notice to a Director is given:
(a) in person, such notice shall be deemed to have been given when
delivered;
(b) by mail, such notice shall be deemed to have been given when deposited
in the United States mail, postage prepaid, addressed to the Director at such
address as appears on the records of the Corporation for such Director;
(c) by telegram, cable or other similar means (not including mail) that
provide written notice, such notice shall be deemed to have been given when
delivered to any transmission company, with charges prepaid, addressed to the
Director at such address as appears on the records of the Corporation for such
Director; or
(d) by facsimile or by telephone, wireless or other means of voice
transmission, such notice shall be deemed to have been given when transmitted to
such number or call designation as appears on the records of the Corporation for
such Director.
Any meeting of the Board of Directors shall be a legal meeting without any
notice having been given if all the Directors are present at the meeting, and no
notice of a meeting shall be required to be given to any Director who attends
such meetings.
SECTION 2.6. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, provided that if less than a majority of the Directors are present
at said meeting, a majority of the Directors present may adjourn the meeting
from time to time without further notice.
SECTION 2.7. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, except on additions, amendments, repeal or any changes whatsoever
in the By-laws or the adoption of new By-laws, when the affirmative votes of at
least a majority of the members of the Board shall be necessary for the adoption
of such changes.
A director may participate in a meeting of the Board of Directors or any
committee thereof by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in person at such
meetings.
SECTION 2.8. Directors' Compensation. The Directors shall receive such
compensation as may be fixed by the Board for services to the Corporation.
SECTION 2.9. Vacancies. If vacancies occur in the Board of Directors
caused by death, resignation, retirement, disqualification or removal from
office of any Director or Directors, or otherwise, or if any new Directorship is
created by any increase in the authorized number of Directors, a majority of the
surviving or remaining Directors then in office, though less than a quorum, may
choose a successor or successors, or fill the newly created Directorship, and
the Directors so chosen shall hold office until the next annual meeting of
stockholders or until their successors are elected.
SECTION 2.10. Consent in Lieu of Meeting. Unless otherwise restricted by
the Restated Certificate of Incorporation or these By-laws, any action required
or permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting if all members of the Board or
committee thereof, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the Board
or committee.
SECTION 2.11. Nomination of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the Corporation, except as may be otherwise provided in the
Restated Certificate of Incorporation with respect to the right of holders of
preferred stock of the Corporation to nominate and elect a specified number of
directors in certain circumstances. Nominations of persons for election to the
Board of Directors may be made at any annual meeting of stockholders (a) by or
at the direction of the Board of Directors (or any duly authorized committee
thereof) or (b) by any stockholder of the Corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section
2.11 and on the record date for the determination of stockholders entitled to
vote at such meeting and (ii) who complies with the notice procedures set forth
in this Section 2.11.
In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than ninety (90) days nor more than one-hundred twenty (120) days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
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called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs.
To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section
2.11. If the Chairman of the meeting determines that a nomination was not made
in accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.
ARTICLE III
THE EXECUTIVE COMMITTEE
SECTION 3.1. Number, Tenure and Quorum. The Directors shall each year
appoint no less than five Directors, one of whom shall be the Chairman of the
Board and one of
whom shall be the President if the President is designated the Chief Executive
Officer, who shall constitute and be called the Executive Committee. Each
Director so appointed shall act as a member of the Committee until another is
appointed and acts in the Director's place. The Chairman of the Board shall
preside at meetings of the Committee. In the absence or disqualification of a
member of the Committee, the members thereof present at any meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. In the absence
or inability to act of the Chairman of the Board, or upon the request of the
Chairman, the President, if the President is a member of the Committee, or a
member elected by the Committee shall preside at meetings of the Committee.
A majority of the members of the Executive Committee shall constitute a
quorum for the transaction of business.
SECTION 3.2. Powers. The Executive Committee may, while the Board of
Directors is not in session, exercise all or any of the powers of the Board of
Directors; except that the Executive Committee shall not have the power or
authority of the Board of Directors in reference to amending the Restated
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the By-laws of the Corporation, or declaring a dividend or
authorizing the issuance of stock.
SECTION 3.3. Meetings. Meetings of the Executive Committee shall be held
at the office of the Corporation, or elsewhere, and at such time as they may
appoint, but the Committee shall at all times be subject to the call of the
Chairman of the Board or any member of the Committee.
SECTION 3.4. Records and Reports. The Executive Committee, through the
Secretary or any Assistant Secretary, shall keep books of separate minutes and
report all its action at every regular meeting of the Board of Directors, or as
often as may be required by the Board.
ARTICLE IV
THE AUDIT COMMITTEE
SECTION 4.1. The Audit Committee. An Audit Committee and its Chairman
shall be appointed by the Board of Directors annually at its organization
meeting. The Committee shall perform such functions, both for the Corporation
and its subsidiaries on a consolidated basis and for such individual banking
subsidiaries as the Board shall direct, as are set forth in an Audit Committee
Charter adopted by the Board and conforming to the requirements of the National
Association of Securities Dealers, Inc. ("NASD") and applicable regulatory
authorities. The Committee shall consist of no fewer than four Directors. The
membership of the Committee shall meet the requirements of the NASD and
applicable regulatory authorities, as set forth in the Audit Committee Charter.
The Committee shall meet upon the call of its Chairman or any member of the
Committee, and a majority of the Committee's members shall constitute a
quorum. In the absence or disqualification of a member of the Committee, the
members present at any meeting and not disqualified from voting, whether or not
they constitute a quorum, may unanimously appoint another qualified member of
the Board to act at the meeting in the place of any such absent or disqualified
member.
ARTICLE V
THE CORPORATE GOVERNANCE COMMITTEE
SECTION 5.1. The Corporate Governance Committee. A Corporate Governance
Committee and its Chairman shall be appointed each year by the Board of
Directors to review and advise the Board of Directors with respect to the
structure and functioning of the Board and its interaction with the
Corporation's management and stockholders; review and advise the Board of
Directors with respect to the structure and membership of its Committees; and to
receive recommendations for, and to review, study and evaluate the
qualifications of all candidates for senior management succession and for
nomination to the Board of Directors. The Committee shall report to the Board
its conclusions with respect to such candidates and its recommendations for
nominees for election or reelection or appointment to fill vacancies in the
Board and as officers of the Corporation. The Committee shall consist of no less
than four Directors, a majority of whom shall constitute a quorum, and shall
meet upon the call of its Chairman or any member of the Committee. In the
absence or disqualification of a member of the Committee, the members thereof
present at any meeting and not disqualified from voting, whether or not they
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.
ARTICLE VI
THE COMPENSATION AND BENEFITS COMMITTEE
SECTION 6.1. The Compensation and Benefits Committee. A Compensation and
Benefits Committee and its Chairman shall be appointed each year by the Board of
Directors to study, review and make recommendations to the Board with respect to
the salary policy for the Corporation, the compensation of senior officers and
the development of and amendment to incentive and benefit plans. The Committee
shall consist of no less than three Directors, none of whom shall be an active
officer of the Corporation. The Committee shall meet upon the call of the
Chairman or any member of the Committee, and a majority of the Committee's
members shall constitute a quorum. In the absence or disqualification of a
member of the Committee, the members thereof present at any meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
ARTICLE VII
THE BUSINESS RISK COMMITTEE
SECTION 7.1. The Business Risk Committee. A Business Risk Committee and
its Chairman shall be appointed to review with management risks inherent in the
businesses of the Corporation and its subsidiaries involving the extension of
credit, the management
of assets and liabilities, the provision of fiduciary services and the control
processes with respect to these risks, including matters related to credit risk,
market and liquidity risk and fiduciary risk and such other related matters as
may from time to time be deemed appropriate by the Committee. The Committee
shall consist of no less than four Directors, a majority of whom shall not be
active officers of the Corporation. The Committee shall meet upon the call of
the Chairman or any member of the Committee, and a majority of the Committee's
members shall constitute a quorum. In the absence or disqualification of a
member of the Committee, the members thereof present at any meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
ARTICLE VIII
THE BUSINESS STRATEGY COMMITTEE
SECTION 8.1. The Business Strategy Committee. A Business Strategy
Committee and its Chairman shall be appointed each year by the Board of
Directors to review the policies, strategies and performance of the various
business units of the Corporation and such other related matters as may from
time to time be deemed appropriate by the Committee. The Committee shall consist
of no less than four Directors, a majority of whom shall not be active officers
of the Corporation. The Committee shall meet upon the call of the Chairman or
any member of the Committee, and a majority of the Committee's members shall
constitute a quorum. In the absence or disqualification of a member of the
Committee, the members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.
ARTICLE IX
THE OFFICERS
SECTION 9.1. Number and Term of Office. The officers of the Corporation
shall be a Chairman of the Board and a President, one of whom shall be
designated Chief Executive Officer by the Board of Directors, and may also
include one or more Vice Chairmen, one or more Executive Vice Presidents (any of
whom may be designated a Senior Executive Vice President), such additional Vice
Presidents with such designations, if any, as may be determined by the Board of
Directors, a Secretary and a Treasurer and one or more Assistant Secretaries and
Assistant Treasurers as may be determined by the Board of Directors, and such
other officers as may from time to time be appointed by the Board of Directors.
Any two or more offices may be held by the same person. The Chairman of the
Board and the President shall be elected from among the Directors; the other
officers may be appointed by the Board of Directors.
The officers of the Corporation shall be elected or appointed annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of stockholders. Vacancies or new offices may be filled at
any time. Each officer shall hold office until a successor shall have been duly
elected or appointed or until his or her death or until he or she shall resign
or shall have been removed by the Board of Directors.
SECTION 9.2. Removal. An officer may be removed by the Board of Directors
whenever in its judgment the best interests of the Corporation would be served
thereby.
SECTION 9.3. The Chairman of the Board. The Chairman of the Board shall
have such powers as are vested in him or her by the Board of Directors, by law
or by these By-laws. The Chairman shall preside at the meetings of the
stockholders, of the Board of Directors, and of the Executive Committee.
SECTION 9.4. The President. The President shall have the powers and duties
vested in him or her by the Board of Directors, by law or by these By-laws. In
the absence or inability to act of the Chairman of the Board, or upon the
request of the Chairman of the Board, the President shall preside at meetings of
the stockholders and of the Board of Directors and shall have and exercise all
of the powers and duties of the Chairman of the Board.
SECTION 9.5. The Chief Executive Officer. The Chief Executive Officer of
the Corporation shall have, subject to the supervision and direction of the
Board of Directors or of the Executive Committee, general supervision of the
business, property and affairs of the Corporation and the powers vested in him
or her by the Board of Directors, by law or by these By-laws or which usually
attach or pertain to such office. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
Corporation or a different mode of execution is expressly prescribed by the
Board of Directors, the Chief Executive Officer may execute for the Corporation
any contracts, deeds, mortgages, bonds, or other instruments which the Board of
Directors has authorized, and the Chief Executive Officer may (without previous
authorization by the Board of Directors) execute such contracts and other
instruments as the conduct of the Corporation's business in its ordinary course
requires.
SECTION 9.6. The Vice Chairmen. A Vice Chairman shall have such powers and
perform such duties as are vested in or assigned to him or her by the Board of
Directors, the Chairman, the President or these By-laws. In the absence or
inability to act of the Chairman of the Board and the President, the Vice
Chairman (or in the event there be more than one Vice Chairman, the Vice
Chairmen in the order designated, or in the absence of any designation, then in
the order of their election) shall perform the duties of the Chairman of the
Board and the President and when so acting shall have all the powers of and be
subject to all the restrictions upon the Chairman of the Board and President.
SECTION 9.7. The Executive Vice Presidents. In the absence of the Chairman
of the Board, the President and the Vice Chairmen or in the event of their
inability or refusal to act, the Executive Vice President (or in the event there
be more than one Executive Vice President, the Executive Vice Presidents in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the Chairman of the Board, of the
President, and of the Vice Chairmen and when so acting, shall have all the
powers of and be subject to all the restrictions upon the Chairman of the Board,
the President and the Vice Chairmen. Any Executive Vice President may sign, with
the Secretary or any Assistant Secretary, certificates for shares of the
Corporation; and shall perform such other duties as from time to time may be
assigned to him or her by the Chairman of the Board, the President, a Vice
Chairman, the Board of Directors, or these By-laws.
SECTION 9.8. The Vice Presidents. The Vice Presidents shall perform such
duties as may be assigned to them from time to time by the Chairman of the
Board, the President, the Vice Chairmen, or the Board of Directors, or these
By-laws. Any Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation.
SECTION 9.9. The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his or her duties in
such sum and with such surety or sureties as the Board of Directors shall
determine. The Treasurer shall: (a) have charge and custody of and be
responsible for all funds and securities of the Corporation; receive and give
receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Article X of these By-laws; (b) in general perform all
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him or her by the Chairman of the Board, the
President, a Vice Chairman, the Board of Directors, or these By-laws.
SECTION 9.10. The Secretary. The Secretary shall have the custody of the
corporate seal and the Secretary or any Assistant Secretary shall affix the same
to all instruments or papers requiring the seal of the Corporation. The
Secretary, or in his or her absence, any Assistant Secretary, shall see that
proper notices are sent of the meetings of the stockholders, the Board of
Directors and the Executive Committee, and shall see that all proper notices are
given, as required by these By-laws. The Secretary or any Assistant Secretary
shall keep the minutes of all meetings of stockholders and Directors and all
committees which may request their services.
SECTION 9.11. Assistant Treasurers and Assistant Secretaries. The
Assistant Treasurers shall respectively, if required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant Secretaries as
thereunto authorized by the Board of Directors may sign with the Chairman of the
Board, the President, a Vice Chairman, or an Executive Vice President
certificates for shares of the Corporation, the issue of which shall have been
authorized by a resolution of the Board of Directors. The Assistant Treasurers
and Assistant Secretaries, in general, shall perform such duties as shall be
assigned to them by the Treasurer or the Secretary, respectively, or by the
Chairman of the Board, the President, a Vice Chairman, the Board of Directors,
or these By-laws.
SECTION 9.12. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that the officer is also a director
of the Corporation.
ARTICLE X
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 10.1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 10.2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 10.3. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 10.4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board of Directors
may select.
SECTION 10.5. Power to Execute Proxies. The Chairman of the Board, the
President, a Vice Chairman, or any Executive Vice President may execute proxies
on behalf of the Corporation with respect to the voting of any shares of stock
owned by the Corporation.
ARTICLE XI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 11.1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the Chairman of the Board, the
President, a Vice Chairman, an Executive Vice President or a Vice President and
by the Secretary or an Assistant Secretary and shall be sealed with the seal of
the Corporation. The seal may be a facsimile. If a stock certificate is
countersigned (i) by a transfer agent other than the Corporation or its
employee, or (ii) by a registrar other than the Corporation or its employee, any
other signature on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer, transfer
agent or registrar at the date of issue. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the Corporation.
All certificates surrendered to the Corporation for transfer shall be
cancelled and no new certificates shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except
that in case of a lost, destroyed or mutilated certificate a new one may be
issued therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
SECTION 11.2. Transfers of Shares. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder of record
thereof or by the holder's legal representative, who shall furnish proper
evidence of authority to transfer, or by the holder's attorney thereunto
authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed the owner thereof for all purposes as
regards the Corporation.
ARTICLE XII
FISCAL YEAR
SECTION 12.1. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January in each year and end on the last day of December in
each year.
ARTICLE XIII
SEAL
SECTION 13.1. Seal. The Board of Directors shall provide a corporate seal
which shall be in the form of a circle and shall have inscribed thereon the name
of the Corporation.
ARTICLE XIV
WAIVER OF NOTICE
SECTION 14.1. Waiver of Notice. Whenever any notice whatever is required to
be given under the provisions of these By-laws or under the provisions of the
Restated Certificate of Incorporation or under the provisions of the General
Corporation Law of Delaware, waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Attendance of
any person at a meeting for which any notice whatever is required to be given
under the provisions of these By-laws, the Restated Certificate of Incorporation
or the General Corporation Law of Delaware shall constitute a waiver of notice
of such meeting, except when the person attends for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
ARTICLE XV
INDEMNIFICATION
SECTION 15.1. Indemnification Request. A director, officer or other person
(the "Indemnitee") who seeks indemnification (other than advancement of expenses
pursuant to Section 15.12 hereof), in respect of amounts paid or owing as
expenses, judgments, fines, or in settlement, shall submit a written request for
indemnification (the "Indemnification Request") to the Board of Directors of the
Corporation by delivering or mailing the same, registered or certified mail, to
the Board of Directors c/o the Secretary of the Corporation at the Corporation's
principal executive offices. If mailed, the Indemnification Request shall be
deemed made 48 hours after depositing the same in the United States mail
addressed as aforesaid.
SECTION 15.2. Determination of Indemnification Request. The determination
of the Indemnitee's entitlement to indemnification as set forth in the
Indemnification Request shall be made in the specific case, at the expense of
the Corporation, as set forth
in paragraph 5 of Article Eighth of the Restate Certificate of Incorporation.
However, in the event a Change of Control (as hereinafter defined) shall have
occurred, such determination shall be made by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to the
Indemnitee.
SECTION 15.3. Presumption of Entitlement; Conclusive Effect of Findings of
Fact and Law; Other Procedures. The termination with respect to the Indemnitee
of any action, suit or proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not of itself adversely affect the right of the Indemnitee
to indemnification or create a presumption that the Indemnitee did not meet the
standard of conduct required by Article Eighth of the Restated Certificate of
Incorporation for indemnification. If the Indemnitee is a person referred to in
paragraphs 1, 2 or 3 Article Eighth of the Restated Certificate of
Incorporation, the Indemnitee shall be presumed to have met the required
standard of conduct but only to the extent not contrary to any final findings of
fact or law made in any action, suit or proceeding to which the Indemnitee is or
was a party and for which indemnification is requested. The person, persons or
entity making the determination of the Indemnitee's entitlement to
indemnification shall be entitled to rely upon all such findings of fact and law
made known to such person, persons or entity. Such person, persons or entity may
consider such other matters as they or it deem appropriate, shall not be
required to receive or hear evidence, oral presentations, briefs or other
submission, shall not be required to hold hearings, and shall not otherwise be
subject to any rules of evidence or procedure applicable to judicial or other
proceedings.
SECTION 15.4. Cooperation and Expenses. The Indemnitee shall cooperate with
the person, persons or entity making the determination with respect to the
Indemnitee's entitlement to indemnification, including providing to such person,
persons or entity upon reasonable advance request, any documentation or
information which is not privileged or otherwise protected from disclosure and
which is reasonably available to the Indemnitee and reasonably necessary to such
determination. Any costs or expenses (including attorneys' fees and
disbursements) reasonably incurred by the Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the
Corporation irrespective of the determination as to the Indemnitee's entitlement
to indemnification.
SECTION 15.5. Selection of Independent Counsel. If a determination of the
Indemnitee's entitlement to indemnification is to be made by Independent
Counsel, the Independent Counsel shall be selected as provided in this Section
15.5. If a Change of Control shall not have occurred, Independent Counsel shall
be selected by a majority vote of a quorum of the Board of Directors consisting
of Disinterested Directors. If a Change of Control shall have occurred, or if a
quorum shall decline or fail to select Independent Counsel within five business
days after having directed, pursuant to paragraph 5(b) of Article Eighth of the
Restated Certificate of Incorporation, the determination of the Indemnitee's
entitlement to indemnification to be submitted to Independent Counsel, then
Independent Counsel shall be selected by the law firm regularly or most
frequently engaged by the Corporation during the preceding three years for
representation or counseling in connection with general corporate matters. In
any event, Independent Counsel shall be selected from among those Chicago,
Illinois, or Delaware law firms
having a significant and continuous practice in the field of corporate law but
excluding any firm that: (i) has, within the preceding three years represented
the Corporation, the Indemnitee or affiliates of either in any significant
matter; (ii) has, within the preceding three years, represented any other party
in any significant judicial or other proceeding against or in opposition to the
Corporation, the Indemnitee or any affiliate of either; (iii) had any
involvement of any significant nature in or with respect to the claim for which
indemnification is requested; or (iv) has any other material conflict of
interest in being engaged as Independent Counsel.
SECTION 15.6. Time for Determination. The determination of the Indemnitee's
entitlement to indemnification shall be made within 60 days after such
Indemnitee shall have submitted all such additional information, if any, as
shall have been reasonably requested during the 30-day period following the
initial submission of the Indemnification Request to the Board of Directors
pursuant to Section 15.1 hereof. The foregoing notwithstanding, in the event
that the claim with respect to which indemnification is requested is the subject
of a judicial, government or other proceeding, the Board of Directors,
stockholders or Independent Counsel, as the case may be, may defer their
determination until 60 days after any such proceeding shall have been finally
adjudicated or terminated (by settlement or otherwise) and all periods for
appeal, rehearing or reinstitution of such proceeding (whether in a different
forum or otherwise) have expired.
SECTION 15.7. Failure To Make Determination; Remedies For Enforcement. If a
determination of the Indemnitee's entitlement to indemnification shall not be
made within the period specified in these By-laws, unless due to a material
failure of the Indemnitee to comply with his or her obligations under Section
15.4 hereof, then the Indemnitee shall be entitled to indemnification to the
extent and in the manner set forth in the Indemnification Request. The
Indemnitee may only enforce his or her rights to indemnification, whether
pursuant to a determination that the Indemnitee is entitled to indemnification
or pursuant to this Section 15.7, in any judicial proceeding brought, at the
election of the Indemnitee, in any court having jurisdiction within the State of
Delaware, the State of Illinois, or the state in which the Corporation shall
then have its principal executive offices. The Indemnitee shall be entitled to
all expenses actually and reasonably incurred by him or her in connection with
the successful enforcement of the Indemnitee's right to indemnification.
SECTION 15.8. Appeal of Adverse Determination. In the event that a
determination shall be made that the Indemnitee is not entitled to
indemnification, in whole or in part, the Indemnitee may only institute an
action in any court having jurisdiction within the State of Delaware, the State
of Illinois, or the state in which the Corporation shall have its principal
executive offices to establish the Indemnitee's right to indemnification. Any
such proceeding shall be conducted in all respects as a de novo determination on
the merits and any such prior determination made pursuant to these By-laws that
the Indemnitee is not entitled to indemnification shall not constitute a
presumption that the Indemnitee is not entitled to indemnification.
SECTION 15.9. Burden of Proof. In any judicial proceeding regarding the
Indemnitee's right or entitlement to indemnification or advancement of expenses,
the
Corporation shall have the burden of proving that any Indemnitee who is a person
referred to in paragraphs 1, 2 or 3 of Article Eighth of the Restated
Certificate of Incorporation is not entitled to indemnification or advancement
of expenses as the case may be, subject, however, to principles of res judicata
and collateral estoppel relating to prior judicial proceedings to which the
Indemnitee is or was a party. In cases in which the Indemnitee is not a person
referred to in paragraphs 1, 2 or 3 of Article Eighth of the Restated
Certificate of Incorporation, the Indemnitee shall have the burden of proving he
or she is entitled to indemnification or the advancement of expenses.
SECTION 15.10. Definition of "Disinterested Director." A Disinterested
Director shall mean any director who: (i) was not a party to the claim or
proceeding with respect to which indemnification is requested; (ii) has not
submitted an Indemnification Request or a request for advancement of expenses on
his or her own behalf that has not been finally resolved; or (iii) does not have
any direct and material financial or other personal interest in the
determination of the Indemnification Request.
SECTION 15.11. Definition of "Change of Control." A Change of Control
shall be deemed to have occurred on the earliest of:
(a) The receipt by the Corporation of a Schedule 13D or other statement
filed under Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), indicating that any entity, person, or group has acquired
beneficial ownership, as that term is defined in Rule 13d-3 under the Exchange
Act, of more than 30% of the outstanding capital stock of the Corporation
entitled to vote for the election of directors ("voting stock");
(b) The commencement by an entity, person, or group (other than the
Corporation or a subsidiary of the Corporation) of a tender offer or an exchange
offer for more than 20% of the outstanding voting stock of the Corporation;
(c) The effective time of (i) a merger or consolidation of the Corporation
with one or more other corporations as a result of which the holders of the
outstanding voting stock of the Corporation immediately prior to such merger or
consolidation hold less than 80% of the voting stock of the surviving or
resulting corporation, or (ii) a transfer of substantially all of the property
of the Corporation other than to an entity of which the Corporation owns at
least 80% of the voting stock; or
(d) The election to the Board of Directors of the Corporation, without the
recommendation or approval of the incumbent Board of Directors of the
Corporation, of the lesser of (i) three directors or (ii) directors constituting
a majority of the number of directors of the Corporation then in office.
SECTION 15.12. Advancement of Expenses. Expenses as may be incurred by a
person referred to in paragraphs 1, 2 or 3 of Article Eighth of the Restated
Certificate of Incorporation in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such person to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the Corporation as
authorized in such Article Eighth. Such expenses as may be incurred by other
employees and agents may be so paid on such terms and conditions, if any, as the
Board of Directors deems appropriate. For purposes of the foregoing, a
determination that a person referred to in paragraphs 1, 2 or 3 of Article
Eighth of the Restated Certificate of Incorporation is not entitled to be
indemnified by the Corporation shall be made in the manner hereinbefore provided
for the determination of an Indemnification Request; provided, however, that the
Board of Directors may initiate such determination whenever it shall deem the
same to be appropriate. In connection with such determination, such person shall
be subject to all requirements of these By-laws imposed on an "Indemnitee" in
respect of a determination made pursuant to Section 15.2 hereof.
SECTION 15.13. Personal Liability of Directors. No director of the
Corporation shall be personally liable to any person seeking indemnification or
advancement of expenses for any determination, act or omission in connection
therewith.
ARTICLE XVI
AMENDMENTS
SECTION 16.1. Amendments. These By-laws may be altered, amended or
repealed and new By-laws may be adopted at any meeting of the Board of Directors
of the Corporation by the affirmative vote of a majority of the members of the
Board. These By-laws may also be amended or repealed, or new By-laws may be
adopted, by action taken by the stockholders of the Corporation.
STATE OF ILLINOIS)
SS.
COUNTY OF COOK)
____________________________________, being duly sworn states that he or
she is an Assistant Secretary of Northern Trust Corporation, that he or she is
the keeper of its records and seal, that he or she certifies that he or she has
compared the foregoing copy with the By-laws of Northern Trust Corporation now
in force, as they appear in the record books of said Corporation in his or her
custody, and that the same is a complete, true and exact copy of said By-laws.
IN WITNESS WHEREOF ___________________ has hereunto set his or her hand
and seal of said Northern Trust Corporation this ____________ day of
___________________, ______.
Assistant Secretary