NORTHERN TRUST CORP
8-K, EX-99, 2000-10-16
STATE COMMERCIAL BANKS
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<PAGE>

                                                                      Exhibit 99

--------------------------------------------------------------------------------
                                  NEWS RELEASE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                          Northern Trust Corporation
                            50 South LaSalle Street
                            Chicago, Illinois 60675
                  Contact: Laurie McMahon, Investor Relations
                               (312) 444-7811 or
                         Sue Rageas, Public Relations
Release #01511                  (312) 444-4279      http://www.northerntrust.com
--------------------------------------------------------------------------------


FOR IMMEDIATE RELEASE
---------------------
NORTHERN TRUST CORPORATION REPORTS 2000 THIRD QUARTER EARNINGS OF $.53 PER
SHARE, UP 18%.

(Chicago, October 16, 2000) Northern Trust Corporation reported net income per
share of $.53 for the third quarter, an increase of 18% from the $.45 per share
earned a year ago. Net income also increased 18% to a record $123.3 million from
the $104.2 million earned in the third quarter of last year. This performance
resulted in a return on average common equity of 22.1%.

     William A. Osborn, Chairman and Chief Executive Officer, commented, "The
strong momentum of 2000 continued with revenue growth of 23% for the third
quarter and on a year-to-date basis. Both the personal and our corporate and
institutional businesses continue to show excellent growth, combining to produce
a 26% increase in trust fees, which was complemented by a 13% increase in net
interest income and strong foreign exchange trading profits. Trust assets under
administration grew to $1.7 trillion, up 22% since September 30, 1999 and 4.7%
since June 30, 2000. Assets under management grew $5 billion since June 30, 2000
to $338 billion and increased 29% from one year ago. Given our strategic focus
on expanding our investment management business, we were especially pleased that
managed assets grew at a rate faster than the rate of growth in assets under
administration."

                                    -more-
<PAGE>

                                      -2-

                     THIRD QUARTER PERFORMANCE HIGHLIGHTS

         Revenues increased 23% to a record $549.0 million.  Trust fees grew 26%
to $304.7 million in the quarter compared to $242.4 million in the third quarter
of last year and represented 55% of total third quarter 2000 revenues. Fee-
related income represented 71% of total revenues.

         Trust fees from Personal Financial Services (PFS) in the quarter
increased 31% and totaled a record $158.7 million compared to $121.0 million in
the year-ago quarter. The increase resulted from continued strong new business
throughout Northern Trust's national PFS network and from equity markets that
were higher than those of a year ago. All states recorded increases of more than
24%, with Illinois, Arizona and Texas each increasing more than 30%. The Wealth
Management Group also had excellent performance, with trust fees increasing 30%,
and now administers $60.6 billion in assets worldwide, up 39% from last year.

         Northern Trust continued its PFS expansion with the opening of a full
service office in Milwaukee, Wisconsin, the first such office in the Wisconsin
market. Northern Trust now has Personal Financial Services offices in 81
locations in twelve states, up from 62 offices in just five states at the end of
1997.

         Total personal trust assets under administration increased to $171.2
billion at September 30, 2000, up 30% from September 30, 1999. Of these assets
under administration, $100.1 billion is managed by Northern Trust, up 23% from
one year ago.

         Trust fees from Corporate & Institutional Services (C&IS) in the
quarter increased 20% and totaled $146.0 million compared to $121.4 million in
the year-ago quarter, reflecting strong new business. C&IS trust fees are
derived from a full range of custody, investment and advisory services rendered
to retirement and other asset pools of corporate and institutional clients
worldwide, and all of these services contributed to the third quarter fee
growth. Fees from asset management increased 16% to $46.0 million, which
included $3.4 million of performance-based

                                    -more-
<PAGE>

                                      -3-

               THIRD QUARTER PERFORMANCE HIGHLIGHTS (continued)

fees compared to $1.3 million recorded in the third quarter last year. These
additional fees are largely offset by increased performance-based incentive
payments to the sub-advisors of these funds, which are reflected in higher other
operating expenses for the quarter. Securities lending fees increased 33% to
$27.2 million from the year-ago quarter while custody fees increased 20% to
$49.4 million. The growth in securities lending fees was due primarily to higher
lending volumes and spreads earned on the investment of collateral. The increase
in custody fees was largely driven by new global custody business. Strong new
business results increased fees generated by Northern Trust Retirement
Consulting, L.L.C., to $14.5 million, up 19% from last year's third quarter. The
$7.0 million sequential quarter decline in C&IS trust fees reflects a $6.2
million decrease in securities lending fees and a $1.3 million reduction in
performance-based investment management fees. The particularly strong second
quarter securities lending results reflected the seasonal demand for certain
international equity securities which pay dividends annually during the second
quarter.

         Total C&IS trust assets under administration increased to $1.52
trillion at September 30, 2000, up 21% from September 30, 1999. Of the C&IS
trust assets under administration, $238.2 billion is managed by Northern Trust,
up 31% from September 30, 1999. Trust assets under administration included
approximately $381 billion of global custody assets.

         Foreign exchange trading profits were $37.6 million for the quarter, up
51% or $12.6 million from the third quarter of 1999 and compared to $42.1
million in the second quarter of this year. The current year quarter benefited
from market volatility in the major currencies, particularly the continued
volatility in the euro, as well as growth in global assets under custody and a
higher level of client transaction volumes. In addition, clients continued to
increase their use of Northern Trust FX Passport(SM). This browser-based
application system developed with Reuters enables clients to enter into foreign
exchange transactions with Northern Trust via the Internet and is a key element
of Northern Trust's Passport(SM) product suite.

                                    -more-
<PAGE>

                                      -4-

                THIRD QUARTER PERFORMANCE HIGHLIGHTS (continued)

         Total treasury management revenues, which include both fees and the
computed value of compensating deposit balances, totaled $27.1 million, up 10%
from last year's third quarter. The fee portion of these revenues in the quarter
was $18.1 million, up 14% from $15.8 million in the comparable quarter last
year. Security commissions and trading income increased 18% to $8.0 million from
last year, reflecting a higher volume of transactions at Northern Trust
Securities, Inc.

         Other operating income was $23.5 million for the third quarter compared
with $16.3 million in the same period of last year. The current quarter included
$2.5 million in nonrecurring income compared to $3.9 million in last year's
third quarter. The change in other operating income reflects higher trust
deposit-related revenues, loan service fees, and other items.

         Net interest income for the quarter, stated on a fully taxable
equivalent basis, totaled a record $157.1 million, up 13% from the $138.9
million reported in the prior year quarter. The increase in net interest income
reflects 11% growth in average earning assets and a 20% increase in noninterest-
related funds, primarily demand deposits and equity. The asset growth included a
15% or $2.2 billion increase in loans and leases. Securities increased 22% or
$1.9 billion due to a higher level of investments in short-term U.S. agency
securities which was partially offset by a $937 million decrease in money market
assets. The net interest margin improved slightly to 1.99% versus 1.95% in the
year-ago quarter due primarily to the increased level of noninterest-related
funding.

         Nonperforming assets of $78.8 million at September 30, 2000 were up
from $55.4 million at June 30, 2000 and $30.3 million at September 30, 1999. The
increase from June 30 essentially reflects the impact of one commercial loan to
a company that filed for Chapter 11 reorganization early in October.

                                    -more-
<PAGE>

                                      -5-

               THIRD QUARTER PERFORMANCE HIGHLIGHTS (continued)

         The provision for credit losses was $5.0 million in the quarter
compared to $.5 million for the same quarter last year and $10.0 million in the
second quarter of this year. Net charge-offs on an annualized basis as a
percentage of average loans were .15% for the quarter. The credit provision, net
of charge-offs, resulted in a reserve for credit losses of $158.0 million,
representing a reserve to loan ratio of .89% at September 30, 2000 compared to
 .92% at June 30, 2000. Nonaccrual loans of $76.8 million at quarter-end
represent .43% of total loans and were covered 2.1 times by the reserve.

         Noninterest expenses totaled $344.9 million for the quarter, an
increase of 25% from the $276.1 million in the year-ago quarter. Approximately
55% of the increase in noninterest expenses related to compensation and employee
benefits and was primarily attributable to staff growth, merit increases and
performance-based incentives. Staff levels increased from one year ago to
support growth initiatives and strong new business in both PFS and C&IS. Staff
on a full-time equivalent basis at September 30, 2000 totaled 9,299, up 11% from
8,360 at September 30, 1999.

         Higher performance-based compensation accounted for approximately 45%
of the increase in compensation, principally due to increased costs for
incentive plans as a result of strong new business, excellent investment
management performance and record net income. In addition, accounting for
certain stock-related compensation plans requires that the quarterly expense be
based on the market price of the Corporation's stock at the end of each quarter.
The increase in operating expenses for these plans as a result of adjusting for
the record 37% increase in the market value of Northern Trust stock from June 30
to September 30 reduced earnings per share by approximately $.02 per common
share. The increase in noninterest expenses without the effect of this stock
price increase would have been 22% rather than 25%.

                                    -more-
<PAGE>

                                      -6-

               THIRD QUARTER PERFORMANCE HIGHLIGHTS (continued)

         The balance of the expense growth reflects increased costs associated
with technology investments, including e-commerce initiatives, business
promotion, co-administration services provided to the two mutual fund families,
PFS office expansion, and operating costs relating to the significant growth in
transaction volumes.

                                 BALANCE SHEET

         Balance sheet assets averaged $34.5 billion for the quarter, up 11%
from last year's third quarter average of $31.1 billion, primarily reflecting
growth in loans and securities. Loans and leases averaged $16.8 billion for the
quarter, an increase of $2.2 billion or 15%. Reflecting strong growth in lending
to Wealth Management and private banking clients, personal loans increased $578
million or 42% to average $2.0 billion for the quarter. Residential mortgages
increased $445 million or 7% to average $6.6 billion for the quarter and
represented 39% of the total loan portfolio. Commercial and industrial loans
averaged $4.9 billion during the quarter compared to $4.4 billion in the third
quarter of 1999. The securities portfolio increased 22% to $10.8 billion on
average during the period while money market assets averaged $3.7 billion in the
quarter, down 20% from last year.

         Common stockholders' equity averaged $2.2 billion, up 12% from last
year's third quarter. The increase primarily reflects the retention of earnings
offset in part by the repurchase of common stock pursuant to the Corporation's
share buyback program. During the quarter, the Corporation acquired a total of
876,201 shares at a cost of $70.7 million. An additional 7.4 million shares may
be purchased after September 30, 2000 under the current share buyback program.

                       NINE-MONTH PERFORMANCE HIGHLIGHTS

         Net income per common share increased 19% to $1.54 for the nine-month
period ended September 30, 2000. Net income increased 20% to $359.6 million
compared with $299.0 million last year and resulted in a return on average
common equity of 22.21% and a productivity ratio of 159%.

                                    -more-
<PAGE>

                                      -7-

                 NINE-MONTH PERFORMANCE HIGHLIGHTS (continued)

         Total revenues increased 23% from 1999 levels. Trust fees totaled
$896.3 million, up 27% from $703.1 million last year. Net new annualized
recurring trust fees sold totaled approximately $66 million in PFS and $60
million in C&IS for the nine-month period. Foreign exchange trading profits
totaled $113.7 million, up 43% from last year's performance. Treasury management
revenues from both fees and the computed value of compensating deposit balances
increased 8% to $79.9 million. Net interest income, stated on a fully taxable
equivalent basis, totaled $462.0 million, up 13% from $409.2 million reported
last year.

         The $19.0 million provision for credit losses was $13.0 million higher
than the $6.0 million required in the first nine months of 1999. Net charge-offs
on an annualized basis, as a percentage of average loans were .10% for the nine-
month period. Noninterest expenses were up 24% and totaled $1.0 billion compared
to $814.2 million a year ago.

                          FORWARD-LOOKING STATEMENTS

         This news release may be deemed to include forward-looking statements,
such as statements that relate to Northern Trust's financial goals, expansion
and business development plans, business prospects and positioning with respect
to market and pricing trends, new business results and outlook, credit quality,
planned capital expenditures and technology spending, and the effect of various
matters (including changes in accounting standards) on Northern Trust's
business. Actual results could differ materially from those indicated by these
statements. Northern Trust Corporation's 1999 Annual Report to Stockholders,
including the section of Management's Discussion and Analysis captioned "Factors
Affecting Future Results," and periodic reports to the Securities and Exchange
Commission contain additional information about factors that could affect actual
results, including certain economic, interest rate, market and credit risks,
competitive conditions, Northern Trust's success in executing various parts of
its business plans, technology risks and risks associated with changes in the
regulatory framework resulting from enactment of the Gramm-Leach-Bliley Act of
1999 and other regulatory changes and factors. All forward-looking statements
included in this news release are based on information available at the time of
the release, and Northern Trust Corporation assumes no obligation to update any
forward-looking statement.

                                    -more-
<PAGE>

                                      -8-

               WEBCAST OF THIRD QUARTER EARNINGS CONFERENCE CALL


         Northern Trust's third quarter earnings conference call will be webcast
live on Monday, October 16, 2000. The Internet webcast opens the call to all
investors, allowing them to listen to the Chief Financial Officer's comments.
The live call will be conducted at 11 a.m. CDT and is accessible on Northern
Trust's web site at:

         www.northerntrust.com/investor_relations/financial_releases

A replay will be available beginning at 1:00 p.m. CDT on October 16, 2000 until
6:00 p.m. October 23, 2000. Participants will need RealPlayer(TM) software which
can be downloaded free through Northern's web site. This earnings release can
also be accessed at the above web address.

                                      / / /
<PAGE>

                    NORTHERN TRUST CORPORATION                            Page 1
     (Supplemental Consolidated Financial Information)

<TABLE>
<CAPTION>
STATEMENT OF INCOME STATISTICS ($ IN MILLIONS)
---------------------------------------------
                                                                   THIRD QUARTER
                                                       ---------------------------------------
                                                           2000            1999    % Change (*)
                                                       ---------------------------------------
<S>                                                    <C>              <C>        <C>
Noninterest Income
     Trust Fees                                        $  304.7        $  242.4        26 %
     Foreign Exchange Trading Profits                      37.6            25.0        51
     Treasury Management Fees                              18.1            15.8        14
     Security Commissions & Trading Income                  8.0             6.8        18
     Other Operating Income                                23.5            16.3        44
     Investment Security Transactions                         -             0.1       N/M
                                                       --------        --------    ------
Total Noninterest Income                                  391.9           306.4        28

Interest Income (Taxable Equivalent)                      545.6           414.9        32
Interest Expense                                          388.5           276.0        41
                                                       --------        --------    ------
Net Interest Income (Taxable Equivalent)                  157.1           138.9        13

Total Revenue (Taxable Equivalent)                        549.0           445.3        23

Noninterest Expenses
     Compensation                                         179.8           144.7        24
     Employee Benefits                                     27.5            24.7        12
     Occupancy Expense                                     21.8            19.0        14
     Equipment Expense                                     18.1            16.0        13
     Other Operating Expenses                              97.7            71.7        36
                                                       --------        --------    ------
Total Noninterest Expenses                                344.9           276.1        25

Provision for Credit Losses                                 5.0             0.5       N/M
Taxable Equivalent Adjustment                              14.3            10.6        36
                                                       --------        --------    ------
Income before Income Taxes                                184.8           158.1        17
Provision for Income Taxes                                 61.5            53.9        14
                                                       --------        --------    ------
NET INCOME                                             $  123.3        $  104.2        18 %
                                                       ========        ========    ======
Net Income Per Common Share
     Basic                                             $   0.55        $   0.46        20 %
     Diluted                                               0.53            0.45        18

Return on Average Common Equity                           22.12 %         20.85 %
Average Common Equity                                  $2,190.6        $1,958.8        12 %
Return on Average Assets                                   1.42 %          1.33 %

Common Dividend Declared per Share                     $  0.135        $   0.12        13 %
     Preferred Dividends (millions)                         1.5             1.3        20

Average Common Shares Outstanding (000s)
     Basic                                              220,749         221,753
     Diluted                                            230,937         229,538
Common Shares Outstanding (EOP)                         221,782         222,594

</TABLE>

(N/M) Not Meaningful

(*)    Percentage change calculations are based on actual balances rather than
       the rounded amounts presented in Supplemental Consolidated Financial
       Information.

Note:  Certain reclassifications have been made to prior periods' financial
       statements to place them on a basis comparable with the current period's
       financial statements.
<PAGE>

        NORTHERN TRUST CORPORATION                                        Page 2
     (Supplemental Consolidated Financial Information)

<TABLE>
<CAPTION>
STATEMENT OF INCOME STATISTICS ($ IN MILLIONS)
---------------------------------------------

                                                                     NINE MONTHS
                                                       ---------------------------------------
                                                           2000            1999   % Change (*)
                                                       ---------------------------------------
<S>                                                    <C>           <C>           <C>
Noninterest Income
     Trust Fees                                        $  896.3      $    703.1             27  %
     Foreign Exchange Trading Profits                     113.7            79.5             43
     Treasury Management Fees                              53.4            51.2              4
     Security Commissions & Trading Income                 25.9            22.0             18
     Other Operating Income                                57.9            38.8             49
     Investment Security Transactions                         -             0.2            N/M
                                                       --------      ----------       --------
Total Noninterest Income                                1,147.2           894.8             28

Interest Income (Taxable Equivalent)                    1,506.0         1,173.2             28
Interest Expense                                        1,044.0           764.0             37
                                                       --------      ----------       --------
Net Interest Income (Taxable Equivalent)                  462.0           409.2             13

Total Revenue (Taxable Equivalent)                      1,609.2         1,304.0             23

Noninterest Expenses
     Compensation                                         514.6           420.3             22
     Employee Benefits                                     84.0            75.3             12
     Occupancy Expense                                     64.8            54.8             18
     Equipment Expense                                     54.5            47.2             16
     Other Operating Expenses                             291.3           216.6             34
                                                       --------      ----------       --------
Total Noninterest Expenses                              1,009.2           814.2             24

Provision for Credit Losses                                19.0             6.0            217
Taxable Equivalent Adjustment                              39.0            28.7             36
                                                       --------      ----------       --------
Income before Income Taxes                                542.0           455.1             19
Provision for Income Taxes                                182.4           156.1             17
                                                       --------      ----------       --------
NET INCOME                                             $  359.6      $    299.0             20  %
                                                       ========      ==========       ========
     Net Income Per Common Share
     Basic                                             $   1.61      $     1.33             21  %
     Diluted                                               1.54            1.29             19

Return on Average Common Equity                           22.21  %        20.71 %
Average Common Equity                                  $2,137.1      $  1,908.0             12  %
Return on Average Assets                                   1.44  %         1.34 %

Common Dividends Declared per Share                    $  0.405      $     0.36             13  %
Preferred Dividends (millions)                              4.2             3.5             21

Average Common Shares Outstanding (000s)
     Basic                                              220,986         221,782
     Diluted                                            230,513         229,991
     Common Shares Outstanding (EOP)                    221,782         222,594

</TABLE>
<PAGE>

                          NORTHERN TRUST CORPORATION                    Page 3
               (Supplemental Consolidated Financial Information)

BALANCE SHEET ($ IN MILLIONS)
----------------------------
                                                         SEPTEMBER 30
                                               ---------------------------------
                                                  2000      1999    % Change (*)
Assets                                         ---------------------------------
------
 Money Market Assets                           $ 3,300.3  $ 5,714.1    (42)%
 Securities
   U.S. Government                                 236.2      257.6     (8)
   Federal Agency and Other                      9,328.9    8,729.7      7
   Municipal                                       471.0      487.1     (3)
   Trading Account                                  13.9       13.5      3
                                               ---------  ---------   ----
 Total Securities                               10,050.0    9,487.9      6
 Loans and Leases                               17,730.1   15,049.1     18
                                               ---------  ---------   ----
 Total Earning Assets                           31,080.4   30,251.1      3
 Reserve for Credit Losses                        (158.0)    (144.9)     9
 Cash and Due from Banks                         1,361.8    1,775.2    (23)
 Trust Security Settlement Receivables             656.7      343.6     91
 Buildings and Equipment                           409.8      356.9     15
 Other Nonearning Assets                         1,443.0    1,103.0     31
                                               ---------  ---------   ----
Total Assets                                   $34,793.7  $33,684.9      3 %
                                               =========  =========   ----
Liabilities and Stockholders' Equity
------------------------------------
 Interest-Bearing Deposits
   Savings                                     $ 7,664.4   $7,420.1      3 %
   Other Time                                      440.0      551.9    (20)
   Foreign Office Time                           7,991.2    6,616.6     21
                                               ---------  ---------   ----
 Total Interest-Bearing Deposits                16,095.6   14,588.6     10
 Borrowed Funds                                  8,740.5    9,776.8    (11)
 Senior Notes and Long-Term Debt                 1,405.9    1,276.6     10
                                               ---------  ---------   ----
 Total Interest-Related Funds                   26,242.0   25,642.0      2
 Demand & Other Noninterest-Bearing Deposits     5,059.0    4,472.6     13
 Other Liabilities                               1,132.2    1,447.3    (22)
                                               ---------  ---------   ----
 Total Liabilities                              32,433.2   31,561.9      3
 Common Equity                                   2,240.5    2,003.0     12
 Preferred Equity                                  120.0      120.0      -
                                               ---------  ---------   ----
 Total Liabilities and Stockholders' Equity    $34,793.7  $33,684.9      3 %
                                               =========  =========   ====
<PAGE>

                          NORTHERN TRUST CORPORATION                      Page 4
               (Supplemental Consolidated Financial Information)

AVERAGE BALANCE SHEET ($ IN MILLIONS)
------------------------------------
                                                        THIRD QUARTER
                                               -------------------------------
                                                  2000      1999   % Change (*)
Assets                                         -------------------------------
------
 Money Market Assets                           $ 3,712.3  $ 4,649.4    (20)%
 Securities
   U.S. Government                                 234.0      271.6    (14)
   Federal Agency and Other                     10,122.3    8,135.8     24
   Municipal                                       473.5      489.9     (3)
   Trading Account                                  12.0       10.2     18
                                               ---------  ---------   ----
 Total Securities                               10,841.8    8,907.5     22
 Loans and Leases                               16,825.3   14,620.5     15
                                               ---------  ---------   ----
 Total Earning Assets                           31,379.4   28,177.4     11
 Reserve for Credit Losses                        (158.6)    (148.4)     7
 Nonearning Assets                               3,254.4    3,065.8      6
                                               ---------  ---------   ----
 Total Assets                                  $34,475.2  $31,094.8     11 %
                                               =========  =========   ====

Liabilities and Stockholders' Equity
------------------------------------
 Interest-Bearing Deposits

   Savings                                     $ 7,366.1  $ 7,029.4      5 %
   Other Time                                    1,197.3      566.5    111
   Foreign Office Time                           7,715.3    6,848.9     13
                                               ---------  ---------   ----
 Total Interest-Bearing Deposits                16,278.7   14,444.8     13
 Borrowed Funds                                  8,883.0    8,357.9      6
 Senior Notes and Long-Term Debt                 1,405.9    1,368.2      3
                                               ---------  ---------   ----
 Total Interest-Related Funds                   26,567.6   24,170.9     10
 Demand & Other Noninterest-Bearing Deposits     4,388.0    3,971.7     10
 Other Liabilities                               1,209.0      873.4     38
                                               ---------  ---------   ----
 Total Liabilities                              32,164.6   29,016.0     11
 Common Equity                                   2,190.6    1,958.8     12
 Preferred Equity                                  120.0      120.0      -
                                               ---------  ---------   ----
Total Liabilities and Stockholders' Equity     $34,475.2  $31,094.8     11 %
                                               =========  =========   ====

<PAGE>

                        NORTHERN TRUST CORPORATION                        Page 5
               (Supplemental Consolidated Financial Information)

<TABLE>
<CAPTION>
Quarterly Trend Data ($ In Millions]                          2000                       1999
-----------------------------------
                                                            Quarters                   Quarters
                                                ====================================================
                                                 Third       Second      First    Fourth     Third
                                                ====================================================
<S>                                           <C>         <C>        <C>        <C>        <C>
Net Income Summary
------------------
  Trust Fees                                    $  304.7   $  305.6   $  286.0   $  271.1   $  242.4
  Other Noninterest Income                          87.2       87.3       76.4       69.3       64.0
  Net Interest Income (Taxable Equivalent)         157.1      154.1      150.8      148.2      138.9
                                                --------   --------   --------   --------   --------
   Total Revenue (Taxable Equivalent)              549.0      547.0      513.2      488.6      445.3
Provision for Credit Losses                          5.0       10.0        4.0        6.5        0.5
Noninterest Expenses                               344.9      338.2      326.1      310.8      276.1
                                                --------   --------   --------   --------   --------
  Pretax Income (Taxable Equivalent]               199.1      198.8      183.1      171.3      168.7
Taxable Equivalent Adjustment                       14.3       13.3       11.4        9.9       10.6
Provision for Income Taxes                          61.5       62.5       58.4       55.4       53.9
                                                --------   --------   --------   --------   --------
  Net Income                                    $  123.3   $  123.0   $  113.3   $  106.0   $  104.2
                                                ========   ========   ========   ========   ========

Per Common Share
----------------
  Net Income - Basic                            $   0.55   $   0.55   $   0.51   $   0.47   $   0.46
             - Diluted                              0.53       0.53       0.49       0.46       0.45
  Dividend Declared                                0.135      0.135      0.135      0.135       0.12
  Book Value (EOP)                                 10.10       9.85       9.59       9.25       9.04
  Market Value (EOP)                               88.88      65.06      67.56      53.00      41.75

Ratios
------
  Return on Average Common Equity                  22.12 %    22.81 %    21.70 %    20.57 %    20.85  %
  Return on Average Assets                          1.42       1.44       1.46       1.35       1.33
  Net Interest Margin                               1.99       2.00       2.16       2.09       1.95
  Productivity Ratio (*)                             159 %      162 %      157 %      157 %      161  %
  Risk-based Capital Ratios
   Tier 1                                            9.4 %      9.1 %      9.5 %      9.9 %      9.5  %
   Total (Tier 1 + Tier 2)                          12.5       12.3       13.0       13.7       13.1
   Leverage                                          6.9        6.8        7.4        7.1        7.0

Trust Assets ($ in Billions) - EOP
---------------------------------
  Corporate                                     $1,515.3   $1,445.9   $1,437.4   $1,385.9   $1,251.5
  Personal                                         171.2      165.0      162.1      152.0      131.7
                                                --------   --------   --------   --------   --------
   Total Trust Assets                           $1,686.5   $1,610.9   $1,599.5   $1,537.9   $1,383.2
                                                ========   ========   ========   ========   ========
  Memo: Managed Assets                          $  338.3   $  333.0   $  323.1   $  299.1   $  262.8

Asset Quality ($ in Millions) - EOP
-----------------------------------
  Nonaccrual and Restructured Loans             $   76.8   $   54.4   $   56.5   $   59.3   $   28.9
  Other Real Estate Owned (OREO)                     2.0        1.0        2.1        1.3        1.4
                                                --------   --------   --------   --------   --------
   Total Nonperforming Assets                   $   78.8   $   55.4   $   58.6   $   60.6   $   30.3
                                                ========   ========   ========   ========   ========
   Nonperforming Assets / Loans & OREO              0.44 %     0.32 %     0.36 %     0.39 %     0.20  %

  Gross Charge-offs                             $    6.8   $    5.8   $    0.3   $    0.8   $    7.7
  Gross Recoveries                                   0.5        0.4        0.1        0.3        0.2
                                                --------   --------   --------   --------   --------
   Net Charge-offs                              $    6.3   $    5.4   $    0.2   $    0.5   $    7.5
                                                ========   ========   ========   ========   ========
  Net Charge-offs (Annualized) to Average Loans     0.15 %     0.13 %     0.01 %     0.01 %     0.21  %
  Reserve for Credit Losses                     $  158.0   $  159.3   $  154.7   $  150.9   $  144.9
  Reserve to Nonaccrual and Restructured Loans       206 %      293 %      274 %      254 %      501  %
</TABLE>

(*) The productivity  ratio is defined as total revenue on a taxable  equivalent
basis divided by noninterest expenses.


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