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Exhibit 10(vi)
FIRST AMENDMENT TO THE
NORTHERN TRUST CORPORATION
DEFERRED COMPENSATION PLAN
WHEREAS, Northern Trust Corporation (the "Company") has adopted the
Northern Trust Corporation Deferred Compensation Plan (the "Plan") for the
purpose of providing deferred compensation to a select group of management or
highly compensated employees of the Company, effective as May 1, 1998;
WHEREAS, pursuant to Section 7.1 of the Plan, the Company has the right to
amend the Plan when, in the sole discretion of the Company, such amendment is
advisable; and
WHEREAS, the Company deems it necessary and advisable to amend the Plan.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. A new Section 1.17 is added to the Plan to read as follows:
Section 1.17. "Affiliate" shall have the meaning set forth in Rule
12b-2 under Section 12 of the Exchange Act.
2. A new Section 1.18 is added to the Plan to read as follows:
Section 1.18. "Beneficial Owner" shall have the meaning set forth in
Rule 13d-3 under the Exchange Act, except that a Person shall not be deemed
to be the Beneficial Owner of any securities with respect to which such
Person has properly filed a Form 13-G.
3. A new Section 1.19 is added to the Plan to read as follows:
Section 1.19. "Change in Control" means the occurrence of any of the
events set forth in any one of the following paragraphs:
(1) any Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities acquired
directly from the
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Company or its affiliates) representing 20% or more of the combined voting
power of the Company's then outstanding securities, excluding any Person
who becomes such a Beneficial Owner in connection with a transaction
described in clause (i) of paragraph (3) below; or
(2) The election to the Board of Directors of the Company,
without the recommendation or approval of two thirds of the
incumbent Board of Directors of the Company, of the lesser of: (A)
three directors; or (B) directors constituting a majority of the
number of directors of the Company then in office, provided, however,
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that directors whose initial assumption of office is in connection
with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of
directors of the Company will not be considered as incumbent members
of the Board of Directors of the Company for purposes of this section;
or
(3) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any
other company, other than (i) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either
by remaining outstanding or by being converted into voting securities
of the surviving entity or any parent thereof), at least 60% of the
combined voting power of the securities of the Company or such
surviving entity or any parent thereof outstanding immediately after
such merger or consolidation, or (ii) a merger or consolidation
effected to implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in
the securities Beneficially Owned by such Person any securities
acquired directly from the Company or its Affiliates) representing 20%
or more of the combined voting power of the Company's then outstanding
securities; or
(4) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of
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the Company's assets to an entity, at least 60% of the combined voting
power of the voting securities of which are owned by stockholders of
the Company in substantially the same proportions as their ownership
of the Company immediately prior to such sale.
Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
have occurred by virtue of the consummation of any transaction or series of
integrated transactions immediately following which the record holders of
the common stock of the Company immediately prior to such transaction or
series of transactions continue to have substantially the same
proportionate ownership in an entity which owns all or substantially all of
the assets of the Company immediately following such transaction or series
of transactions.
4. A new Section 1.20 is added to the Plan to read as follows:
Section 1.20. "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time.
5. A new Section 1.21 is added to the Plan to read as follows:
Section 1.21. "Person shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and 14(d)
thereof, except that such terms shall not include (i) the Company or any of
its Affiliates, (ii) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its subsidiaries, (iii)
an underwriter temporarily holding securities pursuant to an offering of
such securities or (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.
6. A new Section 4.3 is added to the Plan to read as follows:
Section 4.3. Minimum Rate of Investment Return. Following the date
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of a Change in Control, notwithstanding anything to the contrary herein,
each Participant's Deferred Compensation Account shall be credited with a
minimum annual investment return with respect to any calendar year (or
portion thereof) at least equal to the average yield (as determined at
auction) with respect to the 52 week United States Treasury bills issued
during the previous calendar year, plus 50 basis points.
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7. A new sentence is added to Section 7.2 of the Plan to read as follows:
Following a Change in Control, no amendment to the Plan shall directly or
indirectly effect the minimum rate of investment return set forth in
Section 4.3 hereof.
This First Amendment to the Northern Trust Corporation Deferred
Compensation Plan shall be effective from and after May 16, 2000.
NORTHERN TRUST CORPORATION
By: /s/Peter L. Rossiter
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Name: Peter L. Rossiter
Title: Executive Vice President
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