Exhibit 4.1
State of Delaware
OFFICE OF THE SECRETARY OF STATE
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RESTATED
CERTIFICATE OF INCORPORATION OF "NORTHERN TRUST CORPORATION" FILED IN THIS
OFFICE ON THE THIRTIETH DAY OF SEPTEMBER, A.D. 1992, AT 10 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY
RECORDER OF DEEDS FOR RECORDING.
* * * * * * * * * *
Michael Ratchford
------------------
Michael Ratchford,
Secretary of State
Authentication: *3608837
Date: 9/30/1992
732274027
RESTATED CERTIFICATE OF INCORPORATION
OF
NORTHERN TRUST CORPORATION
NORTHERN TRUST CORPORATION, a Corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The name of the Corporation is Northern Trust Corporation.
The date of filing its original Certificate of Incorporation, under the
name Nortrust Corporation, with the Secretary of State was August 23, 1971.
2. This Restated Certificate of Incorporation restates and integrates
and does not further amend the provisions of the Certificate of
Incorporation as heretofore amended of this Corporation, and there is no
discrepancy between this Restated Certificate of Incorporation and the
Certificate of Incorporation as heretofore amended of this Corporation.
3. The text of the Certificate of Incorporation is restated hereby to
read as herein set forth in full:
RESTATED CERTIFICATE OF INCORPORATION
OF
NORTHERN TRUST CORPORATION
ARTICLE FIRST
Name
The name of the Corporation is Northern Trust Corporation.
ARTICLE SECOND
Registered Office
The address of its registered office in the State of Delaware is Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
ARTICLE THIRD
Purposes
The nature of the business to be conducted or promoted and the purposes of
the Corporation are to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
ARTICLE FOURTH
Capital Stock Classes
The total number of shares of all classes of capital stock which the
Corporation has the authority to issue is 71,000,000 shares, which are divided
into two classes as follows:
1,000,000 shares of Preferred Stock (Preferred Stock) without par value, and
70,000,000 shares of Common Stock (Common Stock) $1.66-2/3 par value per
share.
The designations, voting powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions of the above classes of stock are as follows:
I
Preferred Stock
1. Issuance in Series.
Shares of Preferred Stock may be issued in one or more series at such time
or times, and for such consideration or considerations as the Board of Directors
may determine. All shares of any one series of Preferred Stock will be
identical with each other in all respects, except that shares of any one series
issued at different times may differ as to dates from which dividends thereon
may be cumulative. All series will rank equally and be identical in all
respects, except as permitted by the following provisions of paragraph 2 of this
Division I.
2. Authority of the Board with respect to Series.
The Board of Directors is authorized, at any time and from time to time, to
provide for the issuance of shares of Preferred Stock in one or more series with
such designations, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions thereof as are
stated and expressed in the resolution or resolutions providing for the issue
thereof adopted by the Board of Directors, and as are not stated and expressed
in this Restated Certificate of Incorporation or any amendment thereto
including, but not limited to, determination of any of the following:
(a) the distinctive serial designation and the number of shares
constituting a series;
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II
Common Stock
1. Dividends.
Subject to the preferential rights of the Preferred Stock, the holders of the
Common Stock are entitled to receive, to the extent permitted by law, such
dividends as may be declared from time to time by the Board of Directors.
2. Liquidation.
In the event of the voluntary or involuntary liquidation, dissolution,
distribution of assets or winding up of the Corporation, after distribution in
full of the preferential amounts, if any, to be distributed to the holders of
shares of Preferred Stock, holders of Common Stock shall be entitled to receive
all of the remaining assets of the Corporation of whatever kind available for
distribution to stockholders ratably in proportion to the number of shares of
Common Stock held by them respectively. The Board of Directors may distribute
in kind to the holders of Common Stock such remaining assets of the Corporation
or may sell, transfer or otherwise dispose of all or any part of such remaining
assets to any other corporation, trust or other entity and receive payment
therefor in cash, stock or obligations of such other corporation, trust or other
entity, or any combination thereof, and may sell all or any part of the
consideration so received and distribute any balance thereof in kind to holders
of Common Stock. The merger or consolidation of the Corporation into or with
any other corporation, or the merger of any other corporation into it, or any
purchase or redemption of shares of stock of the Corporation of any class, shall
not be deemed to be a dissolution, liquidation or winding up of the Corporation
for the purposes of this paragraph.
3. Voting Rights.
Except as may be otherwise required by law or this Restated Certificate of
Incorporation, each holder of Common Stock has one vote in respect of each share
of stock held by him of record on the books of the Corporation on all matters
voted upon by the stockholders.
III
Other Provisions
1. Preemptive Rights.
No stockholder shall have any preemptive right to subscribe to an additional
issue of stock of any class or series or to any securities of the Corporation
convertible into such stock.
2. Changes in Authorized Capital Stock.
Subject to the protective conditions and restrictions of any outstanding
Preferred Stock, any amendment to this Restated Certificate of Incorporation
which increases or decreases the authorized capital stock of any class or
classes may be adopted by the affirmative vote of the holders of a majority of
the outstanding shares of the voting stock of the Corporation.
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ARTICLE FIFTH
Board of Directors
1. Powers of the Board.
In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized:
(a) To make, alter or repeal the by-laws of the Corporation.
(b) To authorize and cause to be executed mortgages and liens upon the real
and personal property of the Corporation.
(c) To set apart out of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any
reserve in the manner in which it was created.
(d) By a majority of the whole board, to designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. The by-laws may provide that in the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
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. Any such committee, to the extent provided in the
resolution of the Board of Directors, or in the by-laws of the Corporation,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation and
may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority 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; and, unless the resolution or by-laws expressly so provide, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.
(e) When and as authorized by the stockholders in accordance with statute,
to sell, lease or exchange all or substantially all of the property and assets
of the Corporation, including its good will and its corporate franchises, upon
such terms and conditions and for such consideration, which may consist in
whole or in part of money or property including shares of stock in, and/or
other securities of, any other corporation or corporations, as the Board of
Directors shall deem expedient and for the best interests of the Corporation.
2. Terms and Number of Board Members.
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The number of members of the Board of Directors will be fixed from time to
time by the Board of Directors, but (subject to vacancies) in no event may there
be less than three directors. Each director shall serve until the next annual
meeting of stockholders or until his successor is elected.
If any vacancy occurs in the Board of Directors during a term, the remaining
directors, by affirmative vote of a majority thereof, may elect a director to
fill the vacancy until the next annual meeting of stockholders.
3. Cumulative Voting.
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) he would be entitled to cast for the election of directors
with respect to his shares of stock multiplied by the number of directors to be
elected, and he 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 he may see fit.
ARTICLE SIXTH
Records
The books of the Corporation may be kept (subject to any provisions contained
in the statutes) outside the State of Delaware at such place or places as may be
designated from time to time by the Board of Directors or in the by-laws of the
Corporation. Elections of directors need not be by written ballot unless the
by-laws of the Corporation shall so provide.
ARTICLE SEVENTH
Certain Contracts
No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if:
1. The material facts as to his interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee, and the Board of Directors or committee in good faith authorizes
the contract or transaction by a vote sufficient for such purpose without
counting the vote of the interested director or directors; or
2. The material facts as to his interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith by vote of the stockholders; or
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3. The contract or transaction is fair as to the Corporation as of the time
it is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the stockholders.
Interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.
ARTICLE EIGHTH
Indemnification
1. Claim Brought by Third Parties.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was or has agreed to become a director or officer of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to have
been taken or omitted by such person in such capacity, against costs, charges
and other expenses (including attorneys' fees) ("Expenses"), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
2. Claim By or in the Right of the Corporation.
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was or has agreed to become a director or
officer of the Corporation, or is or was serving or has agreed to serve at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or omitted by such person in such capacity,
against Expenses actually and reasonably incurred by him in connection with the
investigation, defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability
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but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such Expenses which the Court of Chancery
of the State of Delaware or such other court shall deem proper.
3. Additional Indemnification.
In addition to the indemnification provided for in paragraphs 1 and 2 of this
Article Eighth, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of another corporation, partnership, join
venture, trust or other enterprise by reason of the fact that he is or was
serving or has agreed to serve at the request of the Corporation as a director
of such other corporation, partnership, joint venture, trust or other enterprise
against Expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
for breach of fiduciary duty as such director, except for liability: (i) for
breach of the duty of loyalty to such other corporation, partnership, joint
venture, trust or other enterprise; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or knowing violation of law; (iii) for
unlawful payment of a dividend or unlawful purchase or redemption of stock; or
(iv) for any transaction from which the director derived an improper personal
benefit.
4. Successful Defense.
To the extent that any person referred to in paragraphs 1, 2 or 3 of this
Article Eighth has been successful on the merits or otherwise, including,
without limitation, the dismissal of an action without prejudice, in defense of
any action, suit or proceeding referred to therein or in defense of any claim,
issue or matter therein, he shall be indemnified against Expenses actually and
reasonably incurred by him in connection therewith.
5. Determination of Conduct.
Any indemnification under paragraphs 1, 2 or 3 of this Article Eighth (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the director or
officer is proper in the circumstances because he has met the applicable
standard of conduct set forth in said paragraphs 1, 2 or 3 of this Article
Eighth. Such determination shall be made (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if
obtainable and a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the stockholders.
6. Advance Payment.
Expenses incurred by any person referred to in paragraphs 1, 2 or 3 of this
Article Eighth 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 is not
entitled to be indemnified by the Corporation as provided in this Article
Eighth.
7. Certificate of Incorporation Article Not Exclusive; Change in Law.
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The indemnification and advancement of Expenses provided by, or granted
pursuant to, this Article Eighth shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of Expenses may be
entitled under any law (common or statutory), by-law, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such a person. Notwithstanding the provisions of this Article
Eighth, the Corporation shall indemnify and make advancement of Expenses to any
person referred to in paragraphs 1, 2 or 3 of this Article Eighth to the fullest
extent permitted under the laws of the State of Delaware and any other
applicable laws, as they now exist or as they may be amended in the future.
8. Contract Rights.
All rights to indemnification and advancement of Expenses provided by this
Article Eighth shall be deemed to be a contract between the Corporation and each
person referred to in paragraphs 1, 2 or 3 of this Article Eighth. Any repeal
or modification of this Article Eighth or any repeal or modification of relevant
provisions of the Delaware General Corporation Law or any other applicable law
shall not in any way diminish any rights to indemnification or advancement of
Expenses with respect to any state of facts then or previously existing or any
action, suit or proceeding previously or thereafter brought or threatened based
in whole or in part on such state of facts.
9. Insurance.
The Corporation shall have power to purchase and maintain insurance on behalf
of any person referred to in paragraphs 1, 2 or 3 of this Article Eighth against
any liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Article Eighth or of Section 145 of the Delaware General Corporation Law.
10. Indemnification of Employees or Agents.
The Board of Directors may, by resolution, extend the indemnification and
advancement of Expenses provisions of this Article Eighth to any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he is or was or
has agreed to become an employee or agent of the Corporation, or is or was
serving or has agreed to serve at the request of the Corporation as an employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise.
11. Definition of Corporation.
For purposes of this Article Eighth, references to the "Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or agents so that any
person who is or was or has agreed to become a director, officer, employee or
agent of such constituent corporation, or is or was serving or has agreed to
serve at the request of such constituent
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corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article Eighth with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
12. Employee Benefit Plans.
For purposes of this Article Eighth, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director or officer of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants, or beneficiaries; and a person who acted in good
faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interest of the Corporation" as
referred to in this Article Eighth.
ARTICLE NINTH
Stockholder Action by Consent
Any corporate action upon which a vote of stockholders is required or
permitted may be taken without a meeting or vote of stockholders with the
written consent of stockholders having not less than a majority of all of the
stock entitled to vote upon the action if a meeting were held; provided, that in
no case shall the written consent be by holders having less than the minimum
percent of the vote required by statute for the proposed corporate action and
provided that prompt notice be given to all stockholders of the taking of
corporate action without a meeting and by less than unanimous written consent.
ARTICLE TENTH
Amendment
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated Certificate of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
ARTICLE ELEVENTH
Limited Liability of Directors
No person who was or is a director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for breach of the duty of
loyalty to the Corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or knowing violation of
law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv)
for any transaction from which the director derived an improper personal
benefit. For purposes hereof, "fiduciary duty as a director" shall include
fiduciary duties arising in serving at the request of the Corporation as
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a director of another corporation, partnership, joint venture, trust or other
enterprise, and "personally liable to the Corporation" shall include liabilities
to such other corporations, partnerships, joint ventures, trusts or other
enterprises, and liabilities to the Corporation in its capacity as a security
holder, joint venturer, partner, beneficiary, creditor or investor of or in any
such other corporation, partnership, joint venture, trust or other enterprise.
_______________
4. This Restated Certificate of Incorporation was duly adopted in accordance
with the provisions of Section 245 of the General Corporation Law of the State
of Delaware.
5. The capital of said Corporation will not be reduced under or by reason of
this Restated Certificate of Incorporation.
IN WITNESS WHEREOF, Northern Trust Corporation has caused its corporate seal
to be hereunto affixed and this Restated Certificate of Incorporation to be
signed by John B. Snyder, its Executive Vice President, and the same to be
attested by Victoria Antoni, its Assistant Secretary, this 29th day of
September, 1992.
John B. Snyder
-------------------------------------
John B. Snyder
(SEAL) Executive Vice President
Victoria Antoni
- -------------------------------------
Victoria Antoni
Assistant Secretary
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TABLE OF CONTENTS
Page
----
ARTICLE FIRST.............................................................. 1
ARTICLE SECOND............................................................. 1
ARTICLE THIRD.............................................................. 2
ARTICLE FOURTH............................................................. 2
I. Preferred Stock................................................. 2
Issuance in Series........................................... 2
Authority of the Board with respect to Series................ 2
Dividends.................................................... 3
Reacquired Shares............................................ 4
Voting Rights................................................ 4
Outstanding or Reserved for Issuance Preferred Stock......... 4
Series A Junior Participating Preferred Stock (subject
to Preferred Stock Purchase Rights).................... 5
Auction Preferred Stock, Series C........................ 9
Flexible Auction Preferred Stock, Series D............... 31
6.25% Cumulative Convertible Preferred Stock, Series E... 60
II. Common Stock.................................................... 74
Dividends.................................................... 74
Liquidation.................................................. 74
Voting Rights................................................ 74
III. Other Provisions............................................... 74
Preemptive Rights............................................ 74
Changes in Authorized Capital Stock.......................... 74
ARTICLE FIFTH.............................................................. 75
Powers of the Board................................................. 75
Terms and Number of Board Members................................... 75
Cumulative Voting................................................... 75
ARTICLE SIXTH.............................................................. 76
ARTICLE SEVENTH............................................................ 76
ARTICLE EIGHTH............................................................. 77
Claim Brought by Third Parties...................................... 77
Claim By or in the Rights of the Corporation........................ 77
Additional Indemnification.......................................... 78
Successful Defense.................................................. 78
Page
----
Determination of Conduct............................................ 78
Advance Payment..................................................... 78
Certificate of Incorporation Article Not Exclusive; Change in Law... 78
Contract Rights..................................................... 79
Insurance........................................................... 79
Indemnification of Employees or Agents.............................. 79
Definition of Corporation........................................... 79
Employee Benefit Plans.............................................. 80
ARTICLE NINTH.............................................................. 80
ARTICLE TENTH.............................................................. 80
ARTICLE ELEVENTH........................................................... 80
State of Delaware
OFFICE OF THE SECRETARY OF STATE
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "NORTHERN TRUST CORPORATION" FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF
APRIL, A.D. 1993, AT 4:30 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY
RECORDER OF DEEDS FOR RECORDING.
* * * * * * * * * *
William T. Quillen
-------------------
William T. Quillen,
Secretary of State
Authentication: *3869127
Date: 4/22/1993
733111021
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
NORTHERN TRUST CORPORATION
NORTHERN TRUST CORPORATION, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation") does hereby
certify:
(1) The Corporation is regulated under the Bank Holding Company Act of
1956, 12 U.S.C., Section 1841, et seq., as that Act shall from time to time be
amended;
(2) At a meeting of the Board of Directors of the Corporation held on
February 16, 1993, a resolution was adopted setting forth a proposed amendment
of the Restated Certificate of Incorporation, declaring the amendment to be
advisable and directing that the amendment be considered at a meeting of
stockholders of the Corporation. The resolutions setting forth the proposed
amendment are as follows:
BE IT RESOLVED that the Board of Directors of Northern Trust
Corporation declares it advisable that the first sentence of Article
Fourth of the Restated Certificate of Incorporation be amended by
(1) increasing the total number of shares which the Corporation has
the authority to issue, referred to in the second line of Article
Fourth, by 9,000,000 shares, and (2) revising the third line of
Article Fourth to read in its entirety as follows:
"10,000,000 shares of Preferred Stock (Preferred Stock) without
par value, and".
BE IT FURTHER RESOLVED that the foregoing proposed amendment be
submitted to the stockholders of the Corporation for their
consideration and approval at the next annual meeting of
stockholders of the Corporation.
(3) At a meeting of the Board of Directors of the Corporation held on
February 16, 1993, resolutions were adopted setting forth a further proposed
amendment of the Restated Certificate of Incorporation, declaring the amendment
to be advisable and
directing that the amendment be considered at a meeting of stockholders of the
Corporation. The resolutions setting forth the proposed amendment are as
follows:
BE IT RESOLVED that the Board of Directors of Northern Trust
Corporation declares it advisable that the first sentence of Article
Fourth of the Restated Certificate of Incorporation be amended by
(1) increasing the total number of shares which the Corporation has
the authority to issue, referred to in the second line of Article
Fourth, by 70,000,000 shares, and (2) revising the fourth line of
Article Fourth to read in its entirety as follows:
"140,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par
value per share."
BE IT FURTHER RESOLVED that the foregoing proposed amendment be
submitted to the stockholders of the Corporation for their
consideration and approval at the next annual meeting of
stockholders of the Corporation.
(4) Thereafter, pursuant to such resolutions of its Board of Directors,
the stockholders of the Corporation, at a meeting held on April 20, 1993,
adopted both of the proposed amendments by voting the number of shares required
by the statute in favor of each of the proposed amendments;
(5) Each of the said amendments was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware; and
(6) Accordingly, there has now been given all corporate authorization
necessary to cause the first sentence of Article Fourth of the Restated
Certificate of Incorporation to provide as follows:
"The total number of shares of all classes of capital stock
which the Corporation has the authority to issue is 150,000,000
shares, which are divided into two classes as follows:
10,000,000 shares of Preferred Stock (Preferred Stock)
without par value, and
140,000,000 shares of Common Stock (Common Stock),
$1.66-2/3 par value per share."
(7) The Capital of the Corporation will not be reduced under or by reason
of the aforesaid amendments.
-2-
IN WITNESS WHEREOF, NORTHERN TRUST CORPORATION has caused this Certificate
to be signed and attested by its duly authorized officers, this 20th day of
April, 1993.
NORTHERN TRUST CORPORATION
By: David W. Fox
------------
David W. Fox
Chairman of the Board
Attest:
Peter L. Rossiter
- -----------------
Peter L. Rossiter
Secretary
10245
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