<PAGE>
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 0-5965
NORTHERN TRUST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-2723087
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 SOUTH LA SALLE STREET
CHICAGO, ILLINOIS 60675
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312)630-6000
------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
56,648,044 Shares - $1.66 2/3 Par Value
(Shares of Common Stock Outstanding on March 31, 1996)
===============================================================================
<PAGE>
Exhibit Number (3)
Board of Directors To 3/31/96 Form 10-Q
Resolution 4/16/96
- ------------------------------------------------------------------------
Northern Trust Corporation
FURTHER RESOLVED, that Articles IV, V, VI, VII and VIII of the
By-Laws of the Corporation are hereby amended to read in their entirety as
follows:
ARTICLE IV
THE AUDIT COMMITTEE
SECTION 4.1. Functions. An Audit Committee shall be appointed each year
by the Board of Directors. The Committee shall perform the following functions
for the Corporation and its subsidiaries on a consolidated basis and for such
individual banking subsidiaries as the Board shall direct:
(a) Reviewing with management and the independent public accountant the
reports issued with respect to the annual financial statements, the internal
control structure and procedures for financial reporting and compliance with
laws and regulations and the basis for such reports.
(b) Reviewing with management and the independent public accountant the
scope of services required by the annual audit, significant accounting policies,
and audit conclusions regarding significant accounting estimates.
(c) Reviewing with management and the independent public accountant their
assessments of the adequacy of internal controls, and the resolution of
identified material weaknesses and reportable conditions in internal controls
over financial reporting, including the prevention or detection of management
override or compromise of the internal control system.
(d) Reviewing with management and the independent public account
compliance with those laws and regulations with respect to which management and
the independent public accountant are required to report.
(e) Discussing with management the selection and termination of the
independent public accountant and any significant disagreements between the
independent public accountant and management.
(f) Reviewing the internal audit program and results of examinations.
(g) Reviewing the program of the Chief Compliance Officer and the
compliance function generally.
(h) Reviewing the results of regulatory examinations.
<PAGE>
Board of Directors
Resolution -2- 4/16/96
- --------------------------------------------------------------------------------
Northern Trust Corporation
(i) Reviewing such other matters as the Committee deems appropriate.
SECTION 4.2. Composition. The Committee shall consist of no less than
four Directors. All of the members of the Committee shall, in the judgment of
the Board of Directors, be independent of management of the Corporation and its
subsidiaries and shall meet other applicable regulatory requirements.
SECTION 4.3. Procedures. The Committee shall be appointed annually at the
organization meeting of the Board of Directors and at the same time a Chairman
shall be appointed. 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
qualified member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.
SECTION 4.4. Counsel. The Committee may, in order to assist it in the
performance of its functions, engage counsel of its choosing without the
approval of the engagement by the Board of Directors or management and may
direct the proper officers of the Corporation to pay the reasonable fees and
expenses of any such counsel.
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.
<PAGE>
Board of Directors
Resolution -3- 4/16/96
- --------------------------------------------------------------------------------
Northern Trust Corporation
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
investment services and the control processes with respect to these risks,
including matters related to credit risk, market risk, liquidity risk and
fiduciary investment and credit 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.
<PAGE>
Board of Directors
Resolution -4- 4/16/96
- --------------------------------------------------------------------------------
Northern Trust 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.
<PAGE>
Exhibit Number (3)
To 3/31/96 Form 10-Q
By-laws
of
Northern Trust Corporation
Chicago, Illinois
As Effective April 16, 1996
<PAGE>
<TABLE>
<CAPTION>
Table of Contents
<C> <S> <C>
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 ELECTION...................................... 2
SECTION 1.6 --QUORUM...................................................... 3
SECTION 1.7 --CUMULATIVE VOTING RIGHTS.................................... 3
SECTION 1.8 --PROXIES..................................................... 3
SECTION 1.9 --VOTING BY BALLOT............................................ 3
SECTION 1.10 --VOTING LISTS................................................ 3
SECTION 1.11 --PLACE OF MEETING............................................ 3
SECTION 1.12 --VOTING OF SHARES OF CERTAIN HOLDERS......................... 4
Article II--The Board of Directors
SECTION 2.1 --GENERAL POWERS.............................................. 4
SECTION 2.2 --NUMBER, TENURE AND QUALIFICATIONS........................... 4
SECTION 2.3 --REGULAR MEETINGS............................................ 4
SECTION 2.4 --SPECIAL MEETINGS; NOTICE.................................... 4
SECTION 2.5 --TIME OF NOTICE.............................................. 5
SECTION 2.6 --QUORUM...................................................... 5
SECTION 2.7 --MANNER OF ACTING............................................ 5
SECTION 2.8 --DIRECTORS' COMPENSATION..................................... 5
SECTION 2.9 --VACANCIES................................................... 5
SECTION 2.10 --CONSENT IN LIEU OF MEETING.................................. 6
Article III--The Executive Committee
SECTION 3.1 --NUMBER, TENURE, AND QUORUM.................................. 6
SECTION 3.2 --POWERS...................................................... 6
SECTION 3.3 --MEETINGS.................................................... 6
SECTION 3.4 --RECORDS AND REPORTS......................................... 6
Article IV--The Audit Committee
SECTION 4.1 --FUNCTIONS................................................... 7
SECTION 4.2 --COMPOSITION................................................. 7
SECTION 4.3 --PROCEDURES.................................................. 7
SECTION 4.4 --COUNSEL..................................................... 7
Article V--The Corporate Governance Committee
SECTION 5.1 --THE CORPORATE GOVERNANCE COMMITTEE.......................... 8
Article VI--The Compensation and Benefits Committee
SECTION 6.1 --THE COMPENSATION AND BENEFITS
COMMITTEE................................................... 8
Article VII--The Business Risk Committee
SECTION 7.1 --THE BUSINESS RISK COMMITTEE................................. 8
Article VIII--The Business Strategy Committee
SECTION 8.1 --THE BUSINESS STRATEGY COMMITTEE............................. 9
</TABLE>
i
<PAGE>
<TABLE>
<C> <S> <C>
Article IX--The Officers
SECTION 9.1 --NUMBER AND TERM OF OFFICE................................... 9
SECTION 9.2 --REMOVAL..................................................... 9
SECTION 9.3 --THE CHAIRMAN OF THE BOARD................................... 9
SECTION 9.4 --THE PRESIDENT............................................... 9
SECTION 9.5 --THE CHIEF EXECUTIVE OFFICER................................. 10
SECTION 9.6 --THE VICE CHAIRMEN........................................... 10
SECTION 9.7 --THE EXECUTIVE VICE PRESIDENTS............................... 10
SECTION 9.8 --THE VICE PRESIDENTS......................................... 10
SECTION 9.9 --THE TREASURER............................................... 10
SECTION 9.10 --THE SECRETARY............................................... 11
SECTION 9.11 --ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.............. 11
SECTION 9.12 --SALARIES.................................................... 11
Article X--Contracts, Loans, Checks and Deposits
SECTION 10.1 --CONTRACTS................................................... 11
SECTION 10.2 --LOANS....................................................... 11
SECTION 10.3 --CHECKS, DRAFTS, ETC......................................... 11
SECTION 10.4 --DEPOSITS.................................................... 11
SECTION 10.5 --POWER TO EXECUTE PROXIES.................................... 12
Article XI--Certificates for Shares and Their Transfer
SECTION 11.1 --CERTIFICATES FOR SHARES..................................... 12
SECTION 11.2 --TRANSFERS OF SHARES......................................... 12
Article XII--Fiscal Year
SECTION 12.1 --FISCAL YEAR................................................. 12
Article XIII--SEAL
SECTION 13.1 --SEAL........................................................ 12
Article XIV--Waiver of Notice
SECTION 14.1 --WAIVER OF NOTICE............................................ 13
Article XV--Indemnification
SECTION 15.1 --INDEMNIFICATION REQUEST..................................... 13
SECTION 15.2 --DETERMINATION OF INDEMNIFICATION REQUEST.................... 13
SECTION 15.3 --PRESUMPTION OF ENTITLEMENT; CONCLUSIVE EFFECT OF FINDINGS OF
FACT AND LAW; OTHER PROCEDURES.............................. 13
SECTION 15.4 --COOPERATION AND EXPENSES.................................... 14
SECTION 15.5 --SELECTION OF INDEPENDENT COUNSEL............................ 14
SECTION 15.6 --TIME FOR DETERMINATION...................................... 14
SECTION 15.7 --FAILURE TO MAKE DETERMINATION; REMEDIES FOR ENFORCEMENT..... 15
SECTION 15.8 --APPEAL OF ADVERSE DETERMINATION............................. 15
SECTION 15.9 --BURDEN OF PROOF............................................. 15
SECTION 15.10 --DEFINITION OF "DISINTERESTED DIRECTOR"...................... 15
SECTION 15.11 --DEFINITION OF "CHANGE OF CONTROL"........................... 15
SECTION 15.12 --ADVANCEMENT OF EXPENSES..................................... 16
SECTION 15.13 --PERSONAL LIABILITY OF DIRECTORS............................. 16
Article XVI--Amendments
SECTION 16.1 --AMENDMENTS.................................................. 16
</TABLE>
ii
<PAGE>
By-laws
of
The Northern Trust Corporation
Chicago, Illinois
ARTICLE I
THE STOCKHOLDERS
SECTION 1.1 Annual Meeting. There shall be an annual meeting of the
stockholders on the third Tuesday in April of each year at ten-thirty o'clock
A.M., or at such other date or time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, for the election
of Directors and for the transaction of such other business as may come 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, the
President, or a Vice Chairman, and shall be called upon request in writing from
the holders of at least one-third of the issued and outstanding shares of
capital stock of the Corporation entitled to vote at such meeting specifying the
purpose or purposes for which such meeting shall be called.
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.
<PAGE>
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.
1
<PAGE>
ARTICLE (b) In order that the Corporation may determine the stockholders
I 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. If no record date has been fixed by the Board
of Directors, 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 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.
2
<PAGE>
ARTICLE SECTION 1.6. Quorum. A majority of the outstanding
I 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.
In the absence of a quorum, a meeting may be
adjourned from time to time without notice to the
stockholders except as otherwise required by law.
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. At all meetings of
stockholders, a stockholder entitled to vote may
vote either in person or by proxy executed in
writing by the stockholder or by the stockholder's
duly authorized attorney-in-fact. Such proxy shall
be filed with the Secretary before or at the time of
the meeting. No proxy shall be valid after eleven
months from the date of its execution, unless
otherwise provided in the proxy.
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 ten 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 ten 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.
3
<PAGE>
ARTICLE SECTION 1.12. Voting of Shares of Certain Holders.
I 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 trustees, 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.
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 5 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, a Vice Chairman, or any two Directors.
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 a
Director in person, by mail, by telegram or cable,
by telephone or wireless, or by any other means
that reasonably may be expected to provide similar
4
<PAGE>
ARTICLE notice. Except in emergency situations as described
II below, notice by any means shall be given at least
two days prior to the meeting. For purposes of
dealing with an emergency situation (as
conclusively determined by the officer or Directors
calling the meeting), notice may be given in
person, by telegram or cable, by telephone or
wireless, or by any other means that reasonably may
be expected to provide similar notice, not less
than two hours prior to the meeting. 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 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.
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ARTICLE SECTION 2.10. Consent in Lieu of Meeting. Unless
II 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.
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.
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ARTICLE IV
THE AUDIT COMMITTEE
SECTION 4.1. Functions. An Audit Committee shall be
appointed each year by the Board of Directors. The
Committee shall perform the following functions for
the Corporation and its subsidiaries on a
consolidated basis and for such individual banking
subsidiaries as the Board shall direct:
(a) Reviewing with management and the independent
public accountant the reports issued with respect
to the annual financial statements, the internal
control structure and procedures for financial
reporting and compliance with laws and regulations
and the basis for such reports.
(b) Reviewing with management and the independent
public accountant the scope of services required by
the annual audit, significant accounting policies,
and audit conclusions regarding significant
accounting estimates.
(c) Reviewing with management and the independent
public accountant their assessments of the adequacy
of internal controls, and the resolution of
identified material weaknesses and reportable
conditions in internal controls over financial
reporting, including the prevention or detection of
management override or compromise of the internal
control system.
(d) Reviewing with management and the independent
public accountant compliance with those laws and
regulations with respect to which management and
the independent public accountant are required to
report.
(e) Discussing with management the selection and
termination of the independent public accountant
and any significant disagreements between the
independent public accountant and management.
(f) Reviewing the internal audit program and
results of examinations.
(g) Reviewing the program of the Chief Compliance
Officer and the compliance function generally.
(h) Reviewing the results of regulatory
examinations.
(i) Reviewing such other matters as the Committee
deems appropriate.
SECTION 4.2. Composition. The Committee shall
consist of no less than four Directors. All of the
members of the Committee shall, in the judgement of
the Board of Directors, be independent of management
of the Corporation and its subsidiaries and shall
meet other applicable regulatory requirements.
SECTION 4.3. Procedures. The Committee shall be appointed
annually at the organization meeting of the Board of Directors and
at the same time a Chairman shall be appointed. 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 qualified
member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.
SECTION 4.4. Counsel. The Committee may, in order
to assist it in the performance of its functions,
engage counsel of its choosing without the approval
of the engagement by the Board of Directors or
management and may direct the proper officers of
the Corporation to pay the reasonable fees and
expenses of any such counsel.
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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
Committee; 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 or its Committees.
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 the 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 investment services and the
control processes with respect to these risks,
including matters related to credit risk, market risk,
liquidity risk and fiduciary investment and credit
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.
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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, the President and the Vice Chairmen
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.
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ARTICLE SECTION 9.5. The Chief Executive Officer. The
IX 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 as are 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 and the President, or upon request of the
Chairman of the Board, or in his or her absence upon
request of the President, a 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 preside at meetings of
stockholders and of the Board of Directors and
shall have and exercise all their powers and
duties.
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.
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ARTICLE SECTION 9.10. The Secretary. The Secretary shall
IX 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.
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ARTICLE SECTION 10.5. Power to Execute Proxies. The Chairman
X 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.
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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 Restated 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.
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ARTICLE SECTION 15.4. Cooperation and Expenses. The
XV 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.
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ARTICLE SECTION 15.7. Failure To Make Determination;
XV 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");
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ARTICLE (b) The commencement by an entity, person, or group
XV (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. The By-laws
may also be amended or repealed, or new By-laws may
be adopted, by action taken by the stockholders of
the Corporation.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
NORTHERN TRUST CORPORATION
--------------------------
(Registrant)
By: /s/ Peter L. Rossiter
--------------------------
PETER L. ROSSITER
Executive Vice President
and General Counsel
Date: July 2, 1997
