EXHIBIT NUMBER (10)(xxi)
TO 1993 FORM 10-K
BOARD OF DIRECTORS
RESOLUTION 12/21/93
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NORTHERN TRUST COMPANY
GENERAL AMENDMENTS TO
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THE NORTHERN TRUST COMPANY PENSION PLAN, THE NORTHERN TRUST COMPANY THRIFT-
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INCENTIVE PLAN, THE NORTHERN TRUST COMPANY EMPLOYEE STOCK OWNERSHIP PLAN,
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SUPPLEMENTAL PENSION PLAN FOR EMPLOYEES OF THE NORTHERN TRUST COMPANY, AND
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SUPPLEMENTAL THRIFT-INCENTIVE PLAN FOR EMPLOYEES OF THE NORTHERN TRUST COMPANY
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RESOLVED, that the above referenced employee benefit plans of The Northern
Trust Company will be amended in accordance with a letter dated December 10,
1993 to the Compensation and Benefits Committee of the Board of Directors from
William Setterstrom, which letter shall be filed in the Secretary's file, such
amendments to be effective as of January 1, 1994 except as otherwise specified
in that letter, and such amendments are hereby authorized and approved.
FURTHER RESOLVED, that the Plans be administered in accordance with this
resolution and that the Chairman, the President, any Vice Chairman, any Senior
Executive Vice President, any Executive Vice President, or any Senior Vice
President of The Northern Trust Company, or his or her delegate, is authorized
to execute amendments to the Plans and take any other actions which are
necessary or advisable to implement this resolution.
Date: December 10, 1993
To: Compensation and Benefits Committee of
the Board of Directors
From: William Setterstrom
Re: Plan Amendments
Amendments shall be made to the following retirement plans:
. The Northern Trust Company Pension Plan
. The Northern Trust Company Thrift-Incentive Plan
. The Northern Trust Company Employee Stock Ownership Plan
. Supplemental Pension Plan for Employees of the Northern Trust Company
. Supplemental Thrift-Incentive Plan for Employees of the Northern Trust
Company
Amendments to The Northern Trust Company Employee Stock Ownership Plan
. Seasonal and temporary employees will not be eligible for participation in the
ESOP (to be effective as soon as administratively practicable).
. Effective August 5, 1993, the service crediting rules under the ESOP shall be
amended to comply with the requirements of the Family and Medical Leave Act of
1993.
. Foreign nationals on temporary assignment who continue participation in the
pension plan of the foreign affiliate from which they were transferred will be
excluded from participation in the ESOP.
. Foreign nationals who do not continue participation in the pension plan of the
foreign affiliate from which they were transferred will participate in the
ESOP. Service with the foreign affiliate will be counted for vesting but not
credited service.
. Employees who are awarded severance pay at termination of employment shall
receive "imputed" service credit equal to the maximum salary continuation
period permitted under The Northern Trust Severance Pay Plan. This amendment
is to be effective as soon as administratively possible.
Amendments to the Supplemental Pension Plan for Employees of The Northern Trust
Company (the "Supplemental Pension Plan")
. The benefit formula will be amended to provide that a participant's benefit
will be calculated by subtracting the lump sum value of a participant's
benefit under the Pension Plan based upon his or her single life annuity
benefit (after considering Code section 401(a)(17) and 415 restrictions) from
the lump sum value of a participant's benefit under the Pension Plan, based
upon the participant's qualified joint and lump sum benefit, without
consideration of such statutory restrictions.
. If a participant's entire benefit under the Pension Plan has been distributed
due to the payment of a QDRO, the participant will still be entitled to a
benefit under the Supplemental Pension Plan, based upon the benefit to which
he would have been entitled, if not for the QDRO. However, the participant's
benefit under the Supplemental Plan will not replace any amount actually paid
to such alternate payee.
. Payments from the Supplemental Pension Plan to a nonretirement eligible
employee shall be made on the last day of the third calendar month following
the calendar month in which the employee terminates employment.
The above amendments shall be applicable to "covered employees" (as defined
under Code section 162(m)(3)) only to the extent permitted to allow payments to
be covered under Code section 162(m)(4)(D).
Amendments to the Supplemental Thrift-Incentive Plan for Employees of The
Northern Trust Company (the "Supplemental TIP")
. An employee is eligible to make salary deferrals if his or her base rate of
compensation as of November 30 of the prior plan year exceeds the 401(a)(17)
compensation limit of such prior plan year and such employee meets the plan's
eligibility requirement as of January 1. However, if the compensation limit
for the plan year for which participation is being determined is known by
November 30 of such prior plan year, participation will be based upon such
limit. Employees who are not eligible under the above criteria, but whose
employer or employee contributions to TIP are limited because their base
compensation exceeds the Code section 401(a)(17) compensation limit or the
contribution limit set forth in Code section 415(c)(1)(A), will be eligible to
participate for purposes of employer matching contributions only, as of the
date they are no longer eligible to make contributions to TIP.
. Only employees eligible to make salary deferrals who actually make salary
deferrals will receive employer matching contributions.
. Employees who are not eligible to make salary deferrals (i.e., employees who
did not meet the eligibility requirements to make salary deferral elections on
January 1, but who cannot make further contributions to TIP because base
compensation exceeds the compensation limits or the contribution limits of
Code section 415(c)(1)(A)) will receive employer matching contributions based
upon their rate of contribution to TIP at the time their contributions ceased
due to the compensation limit.
. Employees who meet the eligibility requirements for plan participation will be
allowed to elect (1) to decline participation in the plan, (2) to make
contributions to the plan during the entire plan year (TIP contribution must
be at least 4 percent), or (3) to begin contributing to the plan after they
are no longer able to contribute to TIP.
. The maximum salary before-tax deposit to the plan cannot be greater than 12
percent less the employee's contributions to TIP (changed from 13 percent).
The above amendments shall be applicable to "covered employees" (as defined
under Code section 162(m)(3)) only to the extent permitted to allow payments to
be covered under Code section 162(m)(4)(D).
. Employees who are awarded severance pay at termination of employment shall
receive "imputed" service credit equal to the maximum salary continuation
period permitted under The Northern Trust Severance Pay Plan. This amendment
is to be effective as soon as administratively possible.
Amendments to the Supplemental Pension Plan for Employees of The Northern Trust
Company (the "Supplemental Pension Plan")
. The benefit formula will be amended to provide that a participant's benefit
will be calculated by subtracting the lump sum value of a participant's
benefit under the Pension Plan based upon his or her single life annuity
benefit (after considering Code section 401(a)(17) and 415 restrictions) from
the lump sum value of a participant's benefit under the Pension Plan, based
upon the participant's qualified joint and lump sum benefit, without
consideration of such statutory restrictions.
. If a participant's entire benefit under the Pension Plan has been distributed
due to the payment of a QDRO, the participant will still be entitled to a
benefit under the Supplemental Pension Plan, based upon the benefit to which
he would have been entitled, if not for the QDRO. However, the participant's
benefit under the Supplemental Plan will not replace any amount actually paid
to such alternate payee.
. Payments from the Supplemental Pension Plan to a nonretirement eligible
employee shall be made on the last day of the third calendar month following
the calendar month in which the employee terminates employment.
The above amendments shall be applicable to "covered employees" (as defined
under Code section 162(m)(3)) only to the extent permitted to allow payments to
be covered under Code section 162(m)(4)(D).