<PAGE>
Exhibit 3(i)
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
NORTHERN TRUST CORPORATION
NORTHERN TRUST CORPORATION, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation") does hereby
certify that:
(1) The Corporation is regulated under the Bank Holding Company Act of
1956, 12 U.S.C., Section 1841, et seq., as that Act shall from time to time be
amended.
(2) At a meeting of the Board of Directors of the Corporation held on
January 18, 2000, resolutions were adopted setting forth a proposed amendment of
the Restated Certificate of Incorporation, declaring the amendment to be
advisable and directing that the amendment be considered at a meeting of
stockholders of the Corporation. The resolutions setting forth the proposed
amendment are as follows:
BE IT RESOLVED, that the Board of Directors of Northern Trust
Corporation declares it advisable that the first sentence of Article
FOURTH of the Restated Certificate of Incorporation be amended to
increase the number of shares of common stock and the total number of
shares which the Corporation has the authority to issue by 280,000,000
shares, so that the first sentence of Article FOURTH would read in its
entirety as follows:
"The total number of shares of all classes of capital stock which
the Corporation has the authority to issue is 570,000,000 shares,
which are divided into two classes as follows:
10,000,000 shares of Preferred Stock (Preferred Stock) without
par value, and
560,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par
value per share."
<PAGE>
FURTHER RESOLVED, that the foregoing proposed amendment be
submitted to the stockholders of the Corporation for their
consideration and approval at the 2000 annual meeting of stockholders
of the Corporation.
FURTHER RESOLVED, that upon approval of the foregoing proposed
amendment by the stockholders of the Corporation, the proper officers
of the Corporation are authorized and directed to execute and
acknowledge, to file in the office of the Secretary of State of
Delaware, and to cause to be recorded, in the manner provided by law,
a Certificate of Amendment to the Restated Certificate of
Incorporation with respect to the foregoing amendment.
FURTHER RESOLVED, that the officers of the Corporation are hereby
authorized and directed to execute and deliver all such certificates,
agreements, statements, documents and other instruments, and to
perform any and all acts and things, which the officers or any of them
may deem necessary or advisable in order to carry out the purposes and
intent of these resolutions.
(3) Thereafter, pursuant to such resolutions of its Board of Directors,
the stockholders of the Corporation, at a meeting held on April 18, 2000,
adopted the proposed amendment by voting the number of shares required by the
statute in favor of the proposed amendment.
(4) The amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
(5) Accordingly, there has now been given all corporate authorization
necessary to cause the first sentence of Article FOURTH of the Restated
Certificate of Incorporation to provide as follows:
"The total number of shares of all classes of capital stock which
the Corporation has the authority to issue is 570,000,000 shares,
which are divided into two classes as follows:
10,000,000 shares of Preferred Stock (Preferred Stock) without
par value, and
560,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par
value per share."
(6) The Capital of the Corporation will not be reduced under or by reason
of the amendment.
<PAGE>
IN WITNESS WHEREOF, NORTHERN TRUST CORPORATION has caused this Certificate
to be signed and attested by its duly authorized officers, this 28th day of
April, 2000.
NORTHERN TRUST CORPORATION
By: /s/ William A. Osborn
------------------------------------
William A. Osborn
Chairman and Chief Executive Officer
Attest:
/s/ Peter L. Rossiter
Peter L. Rossiter
Executive Vice President,
General Counsel and Assistant Secretary
