Exhibit Number (10)(v)
to 9/30/96 Form 10-Q
RESTATED SUPPLEMENTAL THRIFT-INCENTIVE PLAN
FOR EMPLOYEES OF THE NORTHERN TRUST COMPANY
The Northern Trust Company Supplemental Plan was adopted on September l6, l975
and amended through December 16, l986. The portions of that plan that pertained
to The Northern Trust Company Thrift-Incentive Plan were amended and restated by
the Restated Supplemental Thrift-Incentive Plan for Employees of The Northern
Trust Company, initially adopted effective September l, l989, restated effective
September l, l989 and further amended and restated effective January 1, 1996
(the "Restated Supplemental Thrift-Incentive Plan"). The Northern Trust Company
desires to further amend and restate the Restated Supplemental Thrift-Incentive
Plan, which has been established and is maintained by The Northern Trust Company
solely for the purpose of permitting certain of the employees of the Company who
participate in The Northern Trust Company Thrift-Incentive Plan to receive
contributions in excess of certain limitations imposed by Section 401(a)(17) of
the Code.
Accordingly, effective May 1, 1996, The Northern Trust Company hereby further
amends and restates the Restated Supplemental Thrift-Incentive Plan pursuant to
the terms and conditions set forth below:
ARTICLE I
DEFINITIONS
Wherever used herein the following terms shall have the meanings hereinafter set
forth:
1.1 "Beneficiary" means any person eligible to receive a death benefit under
the Plan as designated by the Participant, in the event of death of the
Participant.
1.2 "Board" means the Board of Directors of The Northern Trust Company.
1.3 "Change-in-Control" means the earliest to occur of:
(a) The receipt by Northern Trust Corporation (the "Corporation") of a Schedule
13D or other statement filed under Section l3(d) of the Securities Exchange Act
of l934, as amended (the "Exchange Act"), indicating that any entity, person, or
group has acquired beneficial ownership, as that term is defined in Rule l3d-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 any 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 60% 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.
1.4 "Code" means the Internal Revenue Code of l986, as amended from time to
time, and any regulations promulgated thereunder.
1.5 "Committee" means the Employee Benefit Administrative Committee of The
Northern Trust Company, as constituted from time to time, which has the
responsibility for administering the Qualified Plan.
1.6 "Company" means The Northern Trust Company, an Illinois banking
corporation, and such of its subsidiaries and affiliates as shall, with the
consent of the Board, adopt the Plan, and, to the extent provided in Section 8.8
below, any successor corporation or other entity resulting from a merger or
consolidation into or with the Company or a transfer or sale of substantially
all of the assets of the Company.
1.7 "Deferral Distribution Date" means the date for distribution of a
Participant's Supplemental Before-Tax Deposits as irrevocably set forth in each
of his Supplemental Before-Tax Deposit Agreements.
1.8 "Participant" means an employee of the Company who is a participant under
the Qualified Plan as described in Section 2.l of the Plan and by whom or with
respect to whom contributions may be made under the Plan.
1.9 "Plan" means the Restated Supplemental Thrift-Incentive Plan for Employees
of The Northern Trust Company, as amended from time to time.
1.10 "Plan Year" means the calendar year or other twelve-consecutive- month
period that may be designated by the Company as the fiscal year of the Qualified
Plan, provided, however, that the first Plan Year shall be the four-consecutive-
month period commencing on September l, l989 and ending on December 31, l989.
1.11 "Qualified Plan" means The Northern Trust Company Thrift-Incentive Plan as
amended and restated effective January l, l989, and as further amended from time
to time, and each predecessor, successor or replacement employees' cash or
deferred arrangement.
1.12 "Qualified Plan Matching Contribution" means the total of all matching
contributions made by the Company for the benefit of a Participant under and in
accordance with the terms of the Qualified Plan in any Plan Year.
1.13 "Qualified Plan Matching Contribution Account" means the account
established for a Participant under the Qualified Plan and known as the Matching
Contribution Account.
1.14 "Qualified Plan Before-Tax Deposit" means the total of all salary reduction
contributions made by the Company as authorized by a Participant under and in
accordance with the terms of the Qualified Plan in any Plan Year.
1.15 "Qualified Plan Before-Tax Deposit Account" means the account established
for the Participant under the Qualified Plan and known as the Before-Tax Deposit
Account.
1.16 "Supplemental Account" means either or both of the Supplemental Before-Tax
Deposit Account and the Supplemental Matching Contribution Account.
1.17 "Supplemental ESOP Allocation" means the amount allocated for the benefit
of a Participant under and in accordance with the terms of Section 3.1 of the
Supplemental ESOP Plan in any Plan year.
1.18 "Supplemental Matching Contribution" means the matching contribution made
by the Company for the benefit of a Participant under and in accordance with the
terms of the Plan in any Plan Year.
1.19 "Supplemental Matching Contribution Account" means the account maintained
by the Company under the Plan for a Participant that is credited with
Supplemental Matching Contributions contributed under the Plan.
1.20 "Supplemental Before-Tax Deposit" means the salary reduction contribution
made by the Company as authorized by a Participant under and in accordance with
the terms of the Plan in any Plan Year.
1.21 "Supplemental Before-Tax Deposit Account" means the account maintained by
the Company under the Plan for a Participant that is credited with Supplemental
Before-Tax Deposits contributed under the Plan.
1.22 Except as otherwise expressly provided herein, all words and phrases in the
Qualified Plan shall have the same meaning in the Plan.
ARTICLE II
ELIGIBILITY
2.1 (a) Conditions for Participation. An employee of the Company: (i) who is
eligible to participate in the Qualified Plan on the first day of a Plan Year
and (ii) whose Salary (as defined in the Qualified Plan), determined as of
November 30 of the prior plan year, exceeds the compensation limitation under
Section 40l(a)(17) of the Code for such prior Plan Year, shall be eligible to
make salary deferrals under the Plan for such Plan Year as soon as he has
reached the Code Section 40l(a)(17) limitation. 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.
In the event an employee of the Company who is ineligible to participate in the
Plan on the first day of a Plan Year either because he was not eligible for the
Qualified Plan on the first day of the Plan Year or because his Salary does not
exceed the Code Section 40l(a)(17) limitation for the prior Plan Year
subsequently becomes eligible for the Qualified Plan or has his Salary increased
and becomes ineligible to make contributions to the Qualified Plan because his
Salary exceeds the compensation limit set forth in Code Section 40l(a)(17), such
employee shall become eligible to participate in the Plan for purposes of
Supplemental Matching Contributions only as of the date he is no longer eligible
to make contributions to the Qualified Plan as a result of the above limitation.
Such Supplemental Matching Contributions shall be based on the employee's rate
of contribution to the Qualified Plan at the time his contributions ceased.
(b) Participant Elections. An employee who meets the eligibility requirements
on November 30 for Plan participation in the following Plan Year will be allowed
to elect (i) to decline participation in the Plan, or (ii) to begin
contributions to the Plan once he is no longer able to contribute to the
Qualified Plan because he has reached the limitations of Section 40l(a)(17).
ARTICLE III
SUPPLEMENTAL CONTRIBUTIONS
3.1 Supplemental Before-Tax Deposit. The Supplemental Before-Tax Deposit
authorized by a Participant for any Plan Year shall be applied only to salary in
excess of Section 40l(a)(17) limitations, in any amount equal to at least one
percent (1%), but not to exceed twelve percent (12%).
The Supplemental Before-Tax Deposit made for the benefit of a Participant for
any Plan Year shall be allocated to a Supplemental Before-Tax Deposit Account
maintained under the Plan in the name of such Participant on or before the last
day of such Plan Year.
3.2 Supplemental Before-Tax Deposit Agreement. As a condition to the Company's
obligation to make a Supplemental Before-Tax Deposit for the benefit of a
Participant pursuant to Section 3.1 for any Plan Year, the Participant must
execute a Supplemental Before-Tax Deposit Agreement, in such form as the
Committee in its discretion shall determine, on which the Participant shall
elect to have his Salary for such Plan Year reduced, and a Supplemental Before-
Tax Deposit made on his behalf, on salary in excess of Section 40l(a)(17)
limitations, in any amount equal to at least one percent (l%) of his Salary, or
any multiple thereof, but not to exceed twelve percent (12%).
An Agreement that is effective for any Plan Year shall be executed and delivered
to the Committee by the specified date before the beginning of that Year and
shall be irrevocable for that year and for subsequent
Years unless and until revoked or revised by a Participant by written instrument
delivered to the Committee prior to the beginning of the Plan Year in which such
revocation or revision is to be effective.
3.3 Supplemental Matching Contributions. The Supplemental Matching
Contribution to be made by the Company on behalf of a Participant for any Plan
Year who (i) is a Participant at the beginning of a Plan Year eligible to make
salary deferrals after reaching the Section 40l(a)(17) limitations, who actually
makes salary deferrals or (ii) during the Plan Year becomes a Participant
eligible to participate for purposes of Supplemental Matching Contributions
only, shall be made in accordance with the matching contribution formula and
provisions set forth in the Qualified Plan.
Supplemental Matching Contributions made for the benefit of a Participant for
any Plan Year shall be allocated to a Supplemental Matching Contribution Account
maintained under the Plan in the name of such Participant as of the last day of
such Plan Year.
3.4 Vesting of Benefits. Each Participant shall at all times be fully vested
in the adjusted balance of his Supplemental Before-Tax Deposit Account. Each
Participant shall vest in the adjusted balance of his Supplemental Matching
Contribution Account in accordance with the vesting schedule applicable to his
Qualified Plan Matching Contribution Account set forth in the Qualified Plan.
Notwithstanding the preceding sentence or any other provision of the Plan, each
Participant shall become fully vested in the adjusted balance of his
Supplemental Matching Contribution Account on the effective date of a Change-in-
Control.
ARTICLE IV
INVESTMENT OF SUPPLEMENTAL CONTRIBUTIONS
4.1 Investments. The Company may contribute amounts allocated hereunder to the
Supplemental Accounts of Participants to a trust ("Trust") established under the
trust agreement between the Company and Harris Trust & Savings Bank, a bank
organized and existing under the laws of the State of Illinois, as trustee
("Trust Agreement"). Amounts allocated hereunder to the Supplemental Account of
a Participant shall be subject to such administrative procedures relating to
investment elections as the Committee may from time to time establish. When
amounts are allocated to the Supplemental Account of a Participant and are
contributed to the Trust, they shall be invested in one or more of the
investment funds from time to time offered by the trustee of the Trust
Agreement, as set forth on Schedule A attached hereto.
A Participant shall be entitled to change investment elections applicable to his
Supplemental Account, or to direct transfers of amounts in his Supplemental
Account among the investment funds set forth on Schedule A, provided that such
directions shall also apply to his Supplemental ESOP Allocation. Such changes
can be made monthly by written request.
4.2 Company Securities. Notwithstanding anything to the contrary
contained herein, in no event shall amounts allocated to the Supplemental
Account of a Participant be invested in any fund that provides for investment in
stock or other securities of the Company; provided, however, that nothing
contained herein shall prohibit investment of amounts allocated to the
Supplemental Account of any Participant in a common or collective trust fund of
the trustee of the Trust Agreement in which no more than five percent of the
total fair market value of the assets of such common or collective trust fund
are invested in stock or other securities of the Company.
ARTICLE V
DISTRIBUTIONS
5.1 Distribution. (a) Subject to Section 8.2, all amounts allocated to a
Participant's Supplemental Before-Tax Deposit Account, including gains and
losses attributable to investments made pursuant to Section 4.1, shall be
distributed to or with respect to the Participant in one lump sum as of the
first to occur of (a) the Deferral Distribution Date irrevocably set forth in
the related Supplemental Before-Tax Deposit Agreement or (b) the last day of the
calendar month following the month in which the Participant's employment with
the Company terminates for any reason, including death. The vested adjusted
balance of a Participant's Supplemental Matching Contribution Account, including
gains and losses attributable to investments made pursuant to Section 4.1, shall
be distributed to or with respect to a Participant as of the last day of the
calendar month following the month in which the Participant's employment with
the Company and all affiliates terminates for any reason, including death.
Notwithstanding the foregoing, if a Participant is entitled to receive a
Supplemental Matching Contribution for the Plan Year in which he terminated
employment, such Supplemental Matching Contribution and any gains or losses
attributable thereto shall be distributed to or with respect to the Participant
upon completion of the first valuation following the posting of such
Supplemental Matching Contribution to the Supplemental Matching Contribution
Account.
Any unvested amounts credited to a Participant's Supplemental Matching
Contribution Account shall be forfeited and retained by the Company.
(b) The annual amount to be paid from the Supplemental TIP shall be limited to
an amount which will not cause the total amount of compensation received from
The Northern Trust to exceed the maximum amount deductible by The Northern Trust
under Code section 162(m). Amounts not paid as a result of the above limitation
shall be paid in subsequent years, to the extent permissible under the above
limitation.
(c) If a Participant dies before a complete distribution of his Supplemental
Before Tax Deposit Account or his Supplemental Matching Contribution Account has
been made to him, such amounts shall be distributed to the Beneficiary
designated by the Participant in a writing last delivered to the Committee prior
to his death. If a Participant has not designated a Beneficiary, or if no
designated Beneficiary is living on the date of distribution, such amounts shall
be distributed to those persons entitled to receive distributions of
the Participant's accounts under the Qualified Plan.
ARTICLE VI
ADMINISTRATION OF THE PLAN
6.1 Administration by the Committee. The Committee shall be responsible for
the general operation and administration of the Plan and for carrying out the
provisions thereof. The Committee shall have discretion to interpret and
construe the provisions of the Plan.
6.2 General Powers of Administration. All provisions set forth in the
Qualified Plan with respect to the administrative powers and duties of the
Committee, expenses of administration, and procedures for filing claims shall
also be applicable with respect to the Plan. The Committee shall be entitled to
rely conclusively upon all tables, valuations, certificates, opinions and
reports furnished by any actuary, accountant, controller, counsel or other
person employed or engaged by the Committee with respect to the Plan.
ARTICLE VII
AMENDMENT OR TERMINATION
7.1 Amendment or Termination. The Company intends the Plan to be permanent but
reserves the right to amend or terminate the Plan when, in the sole discretion
of the Company, such amendment or termination is advisable. Any such amendment
or termination shall be made pursuant to a resolution of the Board and shall be
effective as of the date set forth in such resolution.
7.2 Effect of Amendment or Termination. No amendment or termination of the
Plan shall directly or indirectly reduce the balance of any Supplemental Account
held hereunder as of the effective date of such amendment or termination. Upon
termination of the Plan, distribution of amounts in a Participant's Supplemental
Account shall be made to him or his Beneficiary in the manner and at the time
described in Section 5.1 of the Plan. No additional credits of Supplemental
Before-Tax Deposits or Supplemental Matching Contributions shall be made to the
Supplemental Account of a Participant after termination of the Plan, but the
Company shall continue to credit gains and losses attributable to investments
made pursuant to Section 4.1 to such Supplemental Account until the balance of
such Account has been fully distributed to the Participant or his Beneficiary.
ARTICLE VIII
GENERAL PROVISIONS
8.l Participant's Rights Unsecured. If and to the extent amounts allocated
hereunder to the Supplemental Accounts of Participants are contributed by the
Company to the Trust described in Section 4.1, benefits under the Plan shall be
payable pursuant to the Trust Agreement. Pursuant to the Trust Agreement, all
assets held thereunder shall remain subject to the general creditor of the
Company. The Plan
at all times shall be entirely unfunded and no provision shall at any time be
made with respect to segregating any assets of the Company for payment of any
benefits hereunder. No Participant, Beneficiary or any other person shall have
any interest in any particular assets of the Company by reason of the right to
receive a benefit under the Plan and Trust Agreement and any such Participant,
Beneficiary or other person shall have only the rights of a general unsecured
creditor of the Company with respect to any rights under the Plan and Trust
Agreement.
8.2 General Conditions. Except as otherwise expressly provided herein, all
terms and conditions of the Qualified Plan applicable to a Qualified Plan
Before-Tax Deposit or a Qualified Plan Matching Contribution shall also be
applicable to a Supplemental Before-Tax Deposit or a Supplemental Matching
Contribution to be made hereunder. Any Qualified Plan Before-Tax Deposit or
Qualified Plan Matching Contribution, or any other contributions to be made
under the Qualified Plan, shall be made solely in accordance with the terms and
conditions of the Qualified Plan and nothing in this Plan shall operate or be
construed in any way to modify, amend or affect the terms and provisions of the
Qualified Plan.
8.3 No Guaranty of Benefits. Nothing contained in the Plan shall constitute a
guaranty by the Company or any other person or entity that the assets of the
Company will be sufficient to pay any benefit hereunder.
8.4 No Enlargement of Employee Rights. No Participant shall have any right to
receive a distribution of contributions made under the Plan except in accordance
with the terms of the Plan. Establishment of the Plan shall not be construed to
give any Participant the right to be retained in the service of the Company.
8.5 Spendthrift Provision. No interest of any person or entity in, or right to
receive a distribution under, the Plan shall be subject in any manner to sale,
transfer, assignment, pledge, attachment, garnishment, or other alienation or
encumbrance of any kind; nor may such interest or right to receive a
distribution be taken, either voluntarily or involuntarily, for the satisfaction
of the debts of, or other obligations or claims against, such person or entity,
including claims for alimoney, support, separate maintenance and claims in
bankruptcy proceedings.
8.6 Applicable Law. The Plan shall be construed and administered under the
laws of the State of Illinois to the extent not inconsistent with the Employee
Retirement Income Security Act of l974.
8.7 Incapacity of Recipient. If any benefit under the Plan shall be payable to
a minor or a person not adjudicated incompetent but who, by reason of illness or
mental or physical disability, is, in the opinion of the Committee, unable to
properly manage his affairs, such benefit shall be paid in such of the following
ways as the Committee deems best: (a) to the person directly; (b) in the case of
a minor, to a custodian under any Uniform Gift to Minors Act for the person; or
(c) to the person's spouse, adult child or blood relative. Any benefit so paid
shall be a complete discharge of any liability of the Company and
the Plan therefor.
8.8 Successors. The Plan shall not be automatically terminated by a transfer
or sale of assets of the Company or by the merger or consolidation of the
Company into or with any other corporation or other entity, but the Plan shall
be continued after such sale, merger or consolidation only if and to the extent
that the transferee, purchaser or successor entity agrees to continue the Plan.
In the event that the Plan is not continued by the transferee, purchaser or
successor entity, then the Plan shall terminate subject to the provisions of
Section 7.2.
8.9 Unclaimed Benefit. Each Participant shall keep the Committee informed of
his current address and the current address of his designated Beneficiary.
Neither the Company nor the Committee shall be obligated to search for the
whereabouts of any person. If the location of a Participant is not made known to
the Committee within three (3) years after the date on which distribution of the
Participant's Supplemental Before-Tax Deposit Account and Supplemental Matching
Contribution Account may first be made, distribution may be made as though the
Participant had died at the end of the three-year period. If, within one
additional year after such three-year period has elapsed, or within three years
after the actual death of a Participant, neither the Company nor the Committee
is able to locate any designated Beneficiary of the Participant, then the
Company shall have no further obligation to pay any benefit hereunder to such
Participant or designated Beneficiary and such benefit shall be forfeited;
provided, however, that if the Participant or designated Beneficiary makes a
valid claim for any benefit that has been so forfeited, the forfeited benefit
shall be reinstated.
8.10 Limitations on Liability. Notwithstanding any of the preceding provisions
of the Plan, neither the Company, any member of the Committee nor any individual
acting as an employee or agent of the Company or Committee shall be liable to
any Participant, former Participant, Beneficiary or any other person for any
claim, loss, liability or expense incurred in connection with the Plan.
8.11 Gender; Headings. Words in the masculine gender shall include the feminine
and the singular shall include the plural, and vice versa, unless qualified by
the context. Any headings used herein are included for ease of reference only,
and are not to be construed so as to alter the terms hereof.
IN WITNESS WHEREOF, The Northern Trust Company has caused this Plan to
be signed by its duly authorized officer as of the 30th day of April, 1996.
THE NORTHERN TRUST COMPANY
BY /s/ Martin J. Joyce, Jr.
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SCHEDULE A
SUPPLEMENTAL THRIFT-INCENTIVE PLAN &
SUPPLEMENTAL EMPLOYEE STOCK OWNERSHIP PLAN
INVESTMENT FUND OPTIONS
1. Insight Money Market Fund
2. Intermediate Bond Fund
3. Equity Fund