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Exhibit 10(v)
SECOND AMENDMENT TO THE
DEFERRED COMPENSATION PLANS
TRUST AGREEMENT
This Second Amendment to the Northern Trust Corporation Deferred
Compensation Plans Trust Agreement (the "Trust Agreement") is made as of May 16,
2000, by and between Northern Trust Corporation (the "Company") and U.S. Trust
Company, National Association (the "Trustee"):
WHEREAS, the Company and the Trustee entered into the Trust Agreement
as of May 11, 1998 and first amended the Trust Agreement on August 31,
1999; and
WHEREAS, pursuant to Section 12 of the Trust Agreement, the Trust
Agreement may be amended by a written instrument executed by the Trustee
and the Company.
NOW THEREFORE, the Trust Agreement is hereby amended as follows:
1. A new Section 15 is added to the Trust Agreement to read as follows:
Section 15. Potential Change in Control.
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(a) Notwithstanding anything to the contrary in this Trust Agreement,
the provisions of this Section 15 shall apply in the event of a
Potential Change in Control (as defined below).
(b) For purposes of this Trust Agreement, a "Potential Change in
Control" shall mean any of the following:
(i) the Company enters into an agreement, the consummation of
which would result in the occurrence of a Change in Control (as
such term is defined in Section 16;
(ii) the Company or any Person (as such term is defined in
Section 16 publicly announces an intention to take or to consider
taking actions which, if consummated, would constitute a Change
in Control;
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(iii) any Person becomes the Beneficial Owner (as such term is
defined in Section 16 directly or indirectly, of securities of
the Company representing 15% or more of either the then
outstanding shares of common stock of the Company or the combined
voting power of the Company's then outstanding securities (not
including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its affiliates);
or
(iv) the board of directors of the Company adopts a resolution
to the effect that, for purposes of this Trust Agreement, a
Potential Change in Control has occurred.
(c) As soon as practicable following their receipt of notice from the Company
or its independent determination that a Potential Change in Control has
occurred, the Trustee shall request that the duly-appointed record-keeper for
the Trust (currently, Northern Trust Retirement Consulting, L.L.C.) provide the
Trustee and the Company, in writing, with the amount of the Unfunded Liability
(as defined below) as of a date not more than 30 days from the date of such
request. Within 30 days following the receipt of such notice, the Company shall
contribute a cash amount equal to the amount of the Unfunded Liability to the
Trust.
(d) For purposes of this Trust Agreement, the "Unfunded Liability" as of the
date of a Potential Change in Control shall be the amount by which the aggregate
present value of each participant's account in any Plan as of such date exceeds
the fair market value of the Trust's assets as of such date. For purposes of
this Trust Agreement, a present value shall be determined using the discount
rate specified for the lump sum form of distribution specified in each Plan.
Where no rate is specified by a Plan, the present value shall be equal to the
account balance determined following normal record keeping practices.
(e) In the event a Change in Control does not occur during the one year period
beginning on the date of a Potential Change in Control, the Company may deliver
a written request to the Trustee during the 180 day period beginning on the last
day of such one year period requesting that the Trustee return to the Company
the amount of the Unfunded Liability contributed by the Company in connection
with such Potential Change in Control. The Trustee shall be entitled to rely
upon a statement by the Company in such request that a Change in Control has not
occurred during such period and
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shall, within a reasonable period following such request, return such
amount of Unfunded Liability to the Company.
2. A new Section 16 is added to the Trust Agreement as follows:
Section 16. Change in Control.
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(a) Notwithstanding anything to the contrary in this Trust Agreement, the
provisions of this Section 16 shall apply in the event of a Change in
Control.
(b) Immediately upon the occurrence of a Change in Control, the Company
shall notify each Plan participant (or beneficiary) and the Trustee in
writing of the occurrence of such Change in Control.
(c) As soon as reasonably practicable following their receipt of notice
from the Company of the occurrence of a Change in Control or its
independent determination that a Change in Control has occurred, the
Trustee shall request that the duly-appointed record-keeper for the Trust
(currently, Northern Trust Retirement Consulting, L.L.C.) provide the
Trustee and the Company, in writing of the amount of the Additional
Unfunded Liability (as defined below) as of a date not more than 30 days
before the date such notice is given to the Company. Within 30 days
following its receipt of such notice, the Company shall contribute a cash
amount equal to the amount of the Additional Unfunded Liability to the
Trust.
(d) For purposes of this Trust Agreement, the "Additional Unfunded
Liability" as of the date of the Change in Control shall equal the sum of
(a) the amount by which the aggregate present value of each participant's
account in any Plan as of such date exceeds the fair market value of the
Trust's assets as of such date (including any Plan which is required to be
added to Appendix A by reason of the Change in Control);
(e) For purposes of this Section 16, a "Change in Control" shall be deemed
to have occurred if the event set forth in any one of the following
paragraphs shall have occurred:
(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 Company or its affiliates) representing 20% or more
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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, that directors whose
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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 the
Company's assets to an entity, at least 60% of the combined voting
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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.
For purposes of this Section 16 and Section 15 (where applicable) the
following definitions shall apply:
"Affiliate" shall have the meaning set forth in Rule 12b-2 under Section
12 of the Exchange Act; "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; "Exchange Act" shall mean the
Securities Exchange Act of 1934, as amended from time to time; and
"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 term shall not include (i) the Company or any of its Affiliates, (ii)
a trustee or other fiduciary holding securities under an employee benefits
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.
3. A subsection (c) is added to Section 12 of the Trust Agreement to read as
follows:
(c) Following a Change in Control, no amendment to the Trust
Agreement shall be made that affects the Payment Schedule or otherwise
results in an alteration of the payment of benefits from the Trust.
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The foregoing amendment will be effective as of the date set forth above.
NORTHERN TRUST CORPORATION
By: /s/ Peter L. Rossiter
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Name: Peter L. Rossiter
Title: Executive Vice President
U.S. TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Dennis M. Kunisaki
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Name: Dennis M. Kunisaki
Title: Senior Vice President
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