Exhibit 10(ii)
AMENDMENT NUMBER FOUR TO
NORTHERN TRUST EMPLOYEE STOCK OWNERSHIP PLAN
(As Amended and Restated Effective January 1, 2002)
WHEREAS, The Northern Trust Company (the "Company") maintains the Northern
Trust Employee Stock Ownership Plan, As Amended and Restated Effective January
1, 2002, (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 resolutions of the Board of Directors of
the Company dated January 21, 2003, the Plan is hereby amended effective as of
January 21, 2003, as follows:
1. To add the following as new Section 5.5 of the Plan:
"5.5 Restricted Trading Period
Notwithstanding any other provision of the Plan, the following
restrictions shall apply during the applicable Restricted Trading
Periods (as defined below) in accordance with Northern Trust
Corporation's Statement of Confidential Information and Securities
Trading (the "Trading Policy"):
(a) No purchase, sale or resale of Company Stock, including the
reinvestment in Company Stock of dividends paid on Company
Stock pursuant to Sections 7.2 and 11.2, may be made during
such Restricted Trading Period.
(b) No election, pursuant to Section 11.2, to receive a cash
payment of the dividends paid on Company Stock or to have those
dividends reinvested in Company Stock may be made during such
Restricted Trading Period.
(c) No distribution of any Applicable Amount (as defined in Section
7.9) or transfer to The Northern Trust Company Thrift-Incentive
Plan of any Applicable Amount pursuant to a diversification
election made by a Qualified Participant under Section 7.9 may
be made during such Restricted Trading Period.
(d) Processing of distributions under Article IX will be delayed
during such Restricted Trading Period.
(e) The Company's General Counsel may impose restrictions similar
to those described above, upon some or all Members or
Beneficiaries, at any other time designated by
the General Counsel, if the General Counsel determines that
such action is appropriate in the circumstances under
securities laws or other applicable law.
(f) Notwithstanding the restrictions described above, investment
and trading activities by the Trustee or other Plan fiduciaries
with respect to Company Stock, shall be permitted during a
Restricted Trading Period in accordance with the terms of an
approved SEC Rule 10b5-1 trading plan.
(g) The term `Restricted Trading Period' means:
(i) For those Members who are Directors and Policy Committee
members (as described in the Trading Policy), certain
other senior officers of the Company or any Affiliate,
certain Business Unit financial officers, and certain
members of the Company's (or any Affiliate's) Controller's
Department, Investor Relations, and the Treasury
Department (or any other Member identified in the Trading
Policy from time to time as being subject to a `narrow
trading window'), the period starting at the beginning of
the fourth business day in February, May, August and
November of each Plan Year and concluding at the end of
the first full business day following the quarter's end
earnings announcement; and
(ii) For all other Members and Beneficiaries, the period that
begins at the beginning of the fifth business day before
the close of the quarter or the Plan Year (counting the
last business day as the fifth day) and that concludes at
the end of the first full business day after the day on
which the Northern Trust Corporation's financial report
for the quarter or year is publicly released."
IN WITNESS WHEREOF, the Company has caused this amendment to be executed on
its behalf as of January 21, 2003.
THE NORTHERN TRUST COMPANY
By: /s/ Martin J. Joyce, Jr.
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Name: Martin J. Joyce, Jr.
Title: Senior Vice President
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