-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, mF3oNlwZPebyJN2sgYXqW634HyZbZUkeJ80JU7EoH7dCH8EMOE7yh9EAatbu88XF iQuoDKYg8/EhBvxBDID36w== 0000950131-94-000035.txt : 19940121 0000950131-94-000035.hdr.sgml : 19940121 ACCESSION NUMBER: 0000950131-94-000035 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 26 FILED AS OF DATE: 19940120 19940208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN TRUST CORP CENTRAL INDEX KEY: 0000073124 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 362723087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 33 SEC FILE NUMBER: 033-51971 FILM NUMBER: 94502097 BUSINESS ADDRESS: STREET 1: 50 S LA SALLE ST CITY: CHICAGO STATE: IL ZIP: 60675 BUSINESS PHONE: 3126306000 FORMER COMPANY: FORMER CONFORMED NAME: NORTRUST CORP DATE OF NAME CHANGE: 19780525 S-8 1 FORM S-8 REGISTRATION STATEMENT NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- NORTHERN TRUST CORPORATION (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER) DELAWARE 36-2723087 (STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.) 50 SOUTH LASALLE STREET, CHICAGO, ILLINOIS 60675 ---------------- THE NORTHERN TRUST COMPANY THRIFT-INCENTIVE PLAN (FULL TITLE OF PLAN) WILLIAM N. SETTERSTROM PETER L. ROSSITER, ESQ. THE NORTHERN TRUST COMPANY ROSSITER, VALENTINE, RITCHIE & 50 SOUTH LASALLE STREET PORTER CHICAGO, ILLINOIS 60675 50 SOUTH LASALLE STREET CHICAGO, ILLINOIS 60675 (NAMES AND ADDRESSES OF AGENTS FOR SERVICE) (312) 630-6000 (TELEPHONE NUMBER, INCLUDING AREA CODES, OF AGENTS FOR SERVICE) ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time in accordance with the terms of this Registration Statement. CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE - --------------------------------------------------------------------------------------------- Common Stock, $1.66 2/3 par val- ue............................. 250,000(1) $40(1) $10,000,000(1) $3,125(1) - --------------------------------------------------------------------------------------------- Interests in the Plan........... (2) (2) (2) (2) - ---------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- (1) These shares of Common Stock represent the additional number of shares of Common Stock with respect to which benefits may be granted under the Thrift-Incentive Plan. The shares are to be offered at prices not presently determinable. Pursuant to Rule 457(c), the offering price is estimated solely for the purpose of determining the registration fee and is based on the January 14, 1994 edition of The Wall Street Journal, which quoted Northern Trust Corporation Common Stock at 40 1/4 high and 39 3/4 low. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- GENERAL INSTRUCTIONS E. REGISTRATION OF ADDITIONAL SECURITIES The contents of the registration statement on Form S-8 (File No. 33-20362) filed by the registrant with the Securities and Exchange Commission on March 25, 1988 registering its Common Stock, $3.33 1/3 (currently $1.66 2/3) par value per share, issuable pursuant to The Northern Trust Company Thrift- Incentive Plan ("TIP"), the contents of Post-Effective Amendment No. 1 thereto, filed by the registrant with the Securities and Exchange Commission on June 6, 1988, and the contents of the registration statement on Form S-8 (File No. 33- 41501) filed by the registrant with the Securities and Exchange Commission on July 1, 1991 registering its common stock, $1.66 2/3 par value per share, issuable pursuant to TIP, are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT All information required in this registration statement not included in the exhibits attached hereto or set forth on the signature page is set forth in the registration statement and post effective Amendment No. 1 thereto, of the registrant on Form S-8 (File No. 33-20362) and the registration statement of the registrant on Form S-8 (Files No. 33-41501), each of which are incorporated herein by reference. ITEM 8. EXHIBITS. The Exhibits filed herewith are set forth on the exhibit index filed as part of this Registration Statement on page S-5 hereof. S-1 SIGNATURES THE REGISTRANT PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHICAGO AND STATE OF ILLINOIS ON THE 20TH DAY OF JANUARY, 1994. Northern Trust Corporation /s/ Peter L. Rossiter By __________________________________ Peter L. Rossiter Executive Vice President General Counsel and Secretary PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 20TH DAY OF JANUARY, 1994.
SIGNATURE TITLE --------- ----- David W. Fox* - ------------------------------------------- David W. Fox Chairman of the Board, Chief Executive Officer and Director Perry R. Pero* - ------------------------------------------- Perry R. Pero Senior Executive Vice President and Chief Financial Officer John H. Robinson* - ------------------------------------------- John H. Robinson Senior Vice President and Controller William A. Osborn* - ------------------------------------------- William A. Osborn Director Barry G. Hastings* - ------------------------------------------- Barry G. Hastings Director John S. Sutfin* - ------------------------------------------- John S. Sutfin Director Worley H. Clark* - ------------------------------------------- Worley H. Clark Director Robert S. Hamada* - ------------------------------------------- Robert S. Hamada Director Robert A. Helman* - ------------------------------------------- Robert A. Helman Director
S-2
SIGNATURE TITLE --------- ----- Arthur L. Kelley* - ------------------------------------------- Arthur L. Kelley Director Ardis Krainik* - ------------------------------------------- Ardis Krainik Director William G. Mitchell* - ------------------------------------------- William G. Mitchell Director William A. Pogue* - ------------------------------------------- William A. Pogue Director Harold Byron Smith, Jr.* - ------------------------------------------- Harold Byron Smith, Jr. Director William D. Smithburg* - ------------------------------------------- William D. Smithburg Director Bide L. Thomas* - ------------------------------------------- Bide L. Thomas Director
*Peter L. Rossiter, pursuant to powers of attorney duly executed by each of the above officers and directors of Northern Trust Corporation and filed with the Securities and Exchange Commission in Washington, D.C., hereby executes this registration statement on behalf of each of the persons named above in the capacity set forth opposite his name. /s/ Peter L. Rossiter January 20, 1994 _____________________________________ Peter L. Rossiter (Attorney-in-fact) S-3 THE PLAN Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 20th day of January, 1994. The Northern Trust Company Thrift-Incentive Plan /s/ William N. Setterstrom By __________________________________ William N. Setterstrom Chairman, Employee Benefit Administrative Committee Senior Vice President, The Northern Trust Company S-4 EXHIBIT INDEX
EXHIBIT SEQUENTIAL NUMBER PAGE NO. ------- ---------- 4.1 Portions of Restated Certificate of Incorporation of the Registrant, as amended, defining the rights of holders of its Common Stock..................................... 4.2 Amendments to The Northern Trust Company Thrift-Incen- tive Plan since July 1, 1991............................ 4.3 Amendments to The Northern Trust Company Thrift-Incen- tive Plan Trust Since July 1, 1991............................................ 4.4 Enrollment Authorization................................ 4.5 Beneficiary Designation................................. 4.6 TIP Contribution Change Form............................ 4.7(a) Financial Hardship Withdrawal Request Forms and Related Documents............................................... (i)Medical/Dental (ii)Eviction/Foreclosure (iii)Primary Residence (iv)Tuition 4.7(b) Regular Withdrawal Request Form......................... 4.7(c) Tax Notice Regarding Withdrawals........................ 4.8(a) Payout Authorization Form for Employee Terminating Serv- ice..................................................... 4.8(b) Tax Notice Regarding Distributions...................... 4.9(a) Participant Loan Request Form........................... 4.9(b) Loan Administration Guidelines.......................... 4.9(c) Promissory Note and Truth-in-Lending Disclosure State- ment.................................................... 4.10 Rollover Request and Related Documents.................. 4.11 Handout Describing "Benefits Express"................... 4.12 Handout Regarding Transactions in Northern Trust Stock Fund.................................................... 5 Opinion of Rossiter, Valentine, Ritchie & Porter as to: (a) The shares of the Common Stock being registered, (b) Compliance of the Plan and Trust with requirements of ERISA which pertain thereto............................. 13 Arthur Andersen & Co. Report from 1992 Annual Report to Stockholders............................................ 22 List of Subsidiaries.................................... 23.1 Consent of Independent Public Accountants............... 23.2 Consent of Rossiter, Valentine, Ritchie & Porter (contained in its opinion filed as Exhibit 5)........... 24 Power of Attorney.......................................
S-5 EX-4.1 2 RESTATED CERT INC 4.1 Exhibit 4.1 State of Delaware OFFICE OF THE SECRETARY OF STATE I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RESTATED CERTIFICATE OF INCORPORATION OF "NORTHERN TRUST CORPORATION" FILED IN THIS OFFICE ON THE THIRTIETH DAY OF SEPTEMBER, A.D. 1992, AT 10 O'CLOCK A.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. * * * * * * * * * * Michael Ratchford ------------------ Michael Ratchford, Secretary of State Authentication: *3608837 Date: 9/30/1992 732274027 RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN TRUST CORPORATION NORTHERN TRUST CORPORATION, a Corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the Corporation is Northern Trust Corporation. The date of filing its original Certificate of Incorporation, under the name Nortrust Corporation, with the Secretary of State was August 23, 1971. 2. This Restated Certificate of Incorporation restates and integrates and does not further amend the provisions of the Certificate of Incorporation as heretofore amended of this Corporation, and there is no discrepancy between this Restated Certificate of Incorporation and the Certificate of Incorporation as heretofore amended of this Corporation. 3. The text of the Certificate of Incorporation is restated hereby to read as herein set forth in full: RESTATED CERTIFICATE OF INCORPORATION OF NORTHERN TRUST CORPORATION ARTICLE FIRST Name The name of the Corporation is Northern Trust Corporation. ARTICLE SECOND Registered Office The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE THIRD Purposes The nature of the business to be conducted or promoted and the purposes of the Corporation are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE FOURTH Capital Stock Classes The total number of shares of all classes of capital stock which the Corporation has the authority to issue is 71,000,000 shares, which are divided into two classes as follows: 1,000,000 shares of Preferred Stock (Preferred Stock) without par value, and 70,000,000 shares of Common Stock (Common Stock) $1.66-2/3 par value per share. The designations, voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of the above classes of stock are as follows: I Preferred Stock 1. Issuance in Series. Shares of Preferred Stock may be issued in one or more series at such time or times, and for such consideration or considerations as the Board of Directors may determine. All shares of any one series of Preferred Stock will be identical with each other in all respects, except that shares of any one series issued at different times may differ as to dates from which dividends thereon may be cumulative. All series will rank equally and be identical in all respects, except as permitted by the following provisions of paragraph 2 of this Division I. 2. Authority of the Board with respect to Series. The Board of Directors is authorized, at any time and from time to time, to provide for the issuance of shares of Preferred Stock in one or more series with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as are stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors, and as are not stated and expressed in this Restated Certificate of Incorporation or any amendment thereto including, but not limited to, determination of any of the following: (a) the distinctive serial designation and the number of shares constituting a series; -2- II Common Stock 1. Dividends. Subject to the preferential rights of the Preferred Stock, the holders of the Common Stock are entitled to receive, to the extent permitted by law, such dividends as may be declared from time to time by the Board of Directors. 2. Liquidation. In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of Preferred Stock, holders of Common Stock shall be entitled to receive all of the remaining assets of the Corporation of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively. The Board of Directors may distribute in kind to the holders of Common Stock such remaining assets of the Corporation or may sell, transfer or otherwise dispose of all or any part of such remaining assets to any other corporation, trust or other entity and receive payment therefor in cash, stock or obligations of such other corporation, trust or other entity, or any combination thereof, and may sell all or any part of the consideration so received and distribute any balance thereof in kind to holders of Common Stock. The merger or consolidation of the Corporation into or with any other corporation, or the merger of any other corporation into it, or any purchase or redemption of shares of stock of the Corporation of any class, shall not be deemed to be a dissolution, liquidation or winding up of the Corporation for the purposes of this paragraph. 3. Voting Rights. Except as may be otherwise required by law or this Restated Certificate of Incorporation, each holder of Common Stock has one vote in respect of each share of stock held by him of record on the books of the Corporation on all matters voted upon by the stockholders. III Other Provisions 1. Preemptive Rights. No stockholder shall have any preemptive right to subscribe to an additional issue of stock of any class or series or to any securities of the Corporation convertible into such stock. 2. Changes in Authorized Capital Stock. Subject to the protective conditions and restrictions of any outstanding Preferred Stock, any amendment to this Restated Certificate of Incorporation which increases or decreases the authorized capital stock of any class or classes may be adopted by the affirmative vote of the holders of a majority of the outstanding shares of the voting stock of the Corporation. -74- ARTICLE FIFTH Board of Directors 1. Powers of the Board. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized: (a) To make, alter or repeal the by-laws of the Corporation. (b) To authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation. (c) To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any reserve in the manner in which it was created. (d) By a majority of the whole board, to designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The by-laws may provide that in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or 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. Any such committee, to the extent provided in the resolution of the Board of Directors, or in the by-laws of the Corporation, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority 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; and, unless the resolution or by-laws expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. (e) When and as authorized by the stockholders in accordance with statute, to sell, lease or exchange all or substantially all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as the Board of Directors shall deem expedient and for the best interests of the Corporation. 2. Terms and Number of Board Members. -75- The number of members of the Board of Directors will be fixed from time to time by the Board of Directors, but (subject to vacancies) in no event may there be less than three directors. Each director shall serve until the next annual meeting of stockholders or until his successor is elected. If any vacancy occurs in the Board of Directors during a term, the remaining directors, by affirmative vote of a majority thereof, may elect a director to fill the vacancy until the next annual meeting of stockholders. 3. Cumulative Voting. 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) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected, and he 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 he may see fit. ARTICLE SIXTH Records The books of the Corporation may be kept (subject to any provisions contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation. Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide. ARTICLE SEVENTH Certain Contracts No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: 1. The material facts as to his interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors; or 2. The material facts as to his interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or -76- 3. The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. ARTICLE EIGHTH Indemnification 1. Claim Brought by Third Parties. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such person in such capacity, against costs, charges and other expenses (including attorneys' fees) ("Expenses"), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. 2. Claim By or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such person in such capacity, against Expenses actually and reasonably incurred by him in connection with the investigation, defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability -77- but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. 3. Additional Indemnification. In addition to the indemnification provided for in paragraphs 1 and 2 of this Article Eighth, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of another corporation, partnership, join venture, trust or other enterprise by reason of the fact that he is or was serving or has agreed to serve at the request of the Corporation as a director of such other corporation, partnership, joint venture, trust or other enterprise against Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding for breach of fiduciary duty as such director, except for liability: (i) for breach of the duty of loyalty to such other corporation, partnership, joint venture, trust or other enterprise; (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) for unlawful payment of a dividend or unlawful purchase or redemption of stock; or (iv) for any transaction from which the director derived an improper personal benefit. 4. Successful Defense. To the extent that any person referred to in paragraphs 1, 2 or 3 of this Article Eighth has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he shall be indemnified against Expenses actually and reasonably incurred by him in connection therewith. 5. Determination of Conduct. Any indemnification under paragraphs 1, 2 or 3 of this Article Eighth (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in said paragraphs 1, 2 or 3 of this Article Eighth. Such determination shall be made (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable and a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. 6. Advance Payment. Expenses incurred by any person referred to in paragraphs 1, 2 or 3 of this Article Eighth 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 is not entitled to be indemnified by the Corporation as provided in this Article Eighth. 7. Certificate of Incorporation Article Not Exclusive; Change in Law. -78- The indemnification and advancement of Expenses provided by, or granted pursuant to, this Article Eighth shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of Expenses may be entitled under any law (common or statutory), by-law, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Notwithstanding the provisions of this Article Eighth, the Corporation shall indemnify and make advancement of Expenses to any person referred to in paragraphs 1, 2 or 3 of this Article Eighth to the fullest extent permitted under the laws of the State of Delaware and any other applicable laws, as they now exist or as they may be amended in the future. 8. Contract Rights. All rights to indemnification and advancement of Expenses provided by this Article Eighth shall be deemed to be a contract between the Corporation and each person referred to in paragraphs 1, 2 or 3 of this Article Eighth. Any repeal or modification of this Article Eighth or any repeal or modification of relevant provisions of the Delaware General Corporation Law or any other applicable law shall not in any way diminish any rights to indemnification or advancement of Expenses with respect to any state of facts then or previously existing or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part on such state of facts. 9. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person referred to in paragraphs 1, 2 or 3 of this Article Eighth against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article Eighth or of Section 145 of the Delaware General Corporation Law. 10. Indemnification of Employees or Agents. The Board of Directors may, by resolution, extend the indemnification and advancement of Expenses provisions of this Article Eighth to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was or has agreed to become an employee or agent of the Corporation, or is or was serving or has agreed to serve at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. 11. Definition of Corporation. For purposes of this Article Eighth, references to the "Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was or has agreed to become a director, officer, employee or agent of such constituent corporation, or is or was serving or has agreed to serve at the request of such constituent -79- corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article Eighth with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. 12. Employee Benefit Plans. For purposes of this Article Eighth, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director or officer of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interest of the Corporation" as referred to in this Article Eighth. ARTICLE NINTH Stockholder Action by Consent Any corporate action upon which a vote of stockholders is required or permitted may be taken without a meeting or vote of stockholders with the written consent of stockholders having not less than a majority of all of the stock entitled to vote upon the action if a meeting were held; provided, that in no case shall the written consent be by holders having less than the minimum percent of the vote required by statute for the proposed corporate action and provided that prompt notice be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent. ARTICLE TENTH Amendment The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. ARTICLE ELEVENTH Limited Liability of Directors No person who was or is a director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for breach of the duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv) for any transaction from which the director derived an improper personal benefit. For purposes hereof, "fiduciary duty as a director" shall include fiduciary duties arising in serving at the request of the Corporation as -80- a director of another corporation, partnership, joint venture, trust or other enterprise, and "personally liable to the Corporation" shall include liabilities to such other corporations, partnerships, joint ventures, trusts or other enterprises, and liabilities to the Corporation in its capacity as a security holder, joint venturer, partner, beneficiary, creditor or investor of or in any such other corporation, partnership, joint venture, trust or other enterprise. _______________ 4. This Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware. 5. The capital of said Corporation will not be reduced under or by reason of this Restated Certificate of Incorporation. IN WITNESS WHEREOF, Northern Trust Corporation has caused its corporate seal to be hereunto affixed and this Restated Certificate of Incorporation to be signed by John B. Snyder, its Executive Vice President, and the same to be attested by Victoria Antoni, its Assistant Secretary, this 29th day of September, 1992. John B. Snyder ------------------------------------- John B. Snyder (SEAL) Executive Vice President Victoria Antoni - ------------------------------------- Victoria Antoni Assistant Secretary -81- TABLE OF CONTENTS
Page ---- ARTICLE FIRST.............................................................. 1 ARTICLE SECOND............................................................. 1 ARTICLE THIRD.............................................................. 2 ARTICLE FOURTH............................................................. 2 I. Preferred Stock................................................. 2 Issuance in Series........................................... 2 Authority of the Board with respect to Series................ 2 Dividends.................................................... 3 Reacquired Shares............................................ 4 Voting Rights................................................ 4 Outstanding or Reserved for Issuance Preferred Stock......... 4 Series A Junior Participating Preferred Stock (subject to Preferred Stock Purchase Rights).................... 5 Auction Preferred Stock, Series C........................ 9 Flexible Auction Preferred Stock, Series D............... 31 6.25% Cumulative Convertible Preferred Stock, Series E... 60 II. Common Stock.................................................... 74 Dividends.................................................... 74 Liquidation.................................................. 74 Voting Rights................................................ 74 III. Other Provisions............................................... 74 Preemptive Rights............................................ 74 Changes in Authorized Capital Stock.......................... 74 ARTICLE FIFTH.............................................................. 75 Powers of the Board................................................. 75 Terms and Number of Board Members................................... 75 Cumulative Voting................................................... 75 ARTICLE SIXTH.............................................................. 76 ARTICLE SEVENTH............................................................ 76 ARTICLE EIGHTH............................................................. 77 Claim Brought by Third Parties...................................... 77 Claim By or in the Rights of the Corporation........................ 77 Additional Indemnification.......................................... 78 Successful Defense.................................................. 78
Page ---- Determination of Conduct............................................ 78 Advance Payment..................................................... 78 Certificate of Incorporation Article Not Exclusive; Change in Law... 78 Contract Rights..................................................... 79 Insurance........................................................... 79 Indemnification of Employees or Agents.............................. 79 Definition of Corporation........................................... 79 Employee Benefit Plans.............................................. 80 ARTICLE NINTH.............................................................. 80 ARTICLE TENTH.............................................................. 80 ARTICLE ELEVENTH........................................................... 80
State of Delaware OFFICE OF THE SECRETARY OF STATE I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "NORTHERN TRUST CORPORATION" FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF APRIL, A.D. 1993, AT 4:30 O'CLOCK P.M. A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING. * * * * * * * * * * William T. Quillen ------------------- William T. Quillen, Secretary of State Authentication: *3869127 Date: 4/22/1993 733111021 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: (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 February 16, 1993, a resolution was 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 by (1) increasing the total number of shares which the Corporation has the authority to issue, referred to in the second line of Article Fourth, by 9,000,000 shares, and (2) revising the third line of Article Fourth to read in its entirety as follows: "10,000,000 shares of Preferred Stock (Preferred Stock) without par value, and". BE IT FURTHER RESOLVED that the foregoing proposed amendment be submitted to the stockholders of the Corporation for their consideration and approval at the next annual meeting of stockholders of the Corporation. (3) At a meeting of the Board of Directors of the Corporation held on February 16, 1993, resolutions were adopted setting forth a further 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 by (1) increasing the total number of shares which the Corporation has the authority to issue, referred to in the second line of Article Fourth, by 70,000,000 shares, and (2) revising the fourth line of Article Fourth to read in its entirety as follows: "140,000,000 shares of Common Stock (Common Stock), $1.66 2/3 par value per share." BE IT FURTHER RESOLVED that the foregoing proposed amendment be submitted to the stockholders of the Corporation for their consideration and approval at the next annual meeting of stockholders of the Corporation. (4) Thereafter, pursuant to such resolutions of its Board of Directors, the stockholders of the Corporation, at a meeting held on April 20, 1993, adopted both of the proposed amendments by voting the number of shares required by the statute in favor of each of the proposed amendments; (5) Each of the said amendments was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware; and (6) 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 150,000,000 shares, which are divided into two classes as follows: 10,000,000 shares of Preferred Stock (Preferred Stock) without par value, and 140,000,000 shares of Common Stock (Common Stock), $1.66-2/3 par value per share." (7) The Capital of the Corporation will not be reduced under or by reason of the aforesaid amendments. -2- IN WITNESS WHEREOF, NORTHERN TRUST CORPORATION has caused this Certificate to be signed and attested by its duly authorized officers, this 20th day of April, 1993. NORTHERN TRUST CORPORATION By: David W. Fox ------------ David W. Fox Chairman of the Board Attest: Peter L. Rossiter - ----------------- Peter L. Rossiter Secretary 10245 -3- EX-4.2 3 AMEND TO NORTRUST TIP Board of Directors Exhibit 4.2 Resolution 9/21/93 --------------------------------- ------------------ The Northern Trust Company AMENDMENTS TO THRIFT-INCENTIVE PLAN, EMPLOYEE STOCK OWNERSHIP ------------------------------------------------------------- PLAN AND PENSION PLAN --------------------- RESOLVED, that The Northern Trust Company Thrift-Incentive Plan and Trust, Employee Stock Ownership Plan, and Pension Plan, be amended in the form presented to this meeting, and that a copy of the amendments be filed with the Corporate Secretary. FURTHER RESOLVED, that the Chairman or any Senior Executive Vice President, Executive Vice President, or Senior Vice President of The Northern Trust Company is authorized to execute: (i) any forms which are required to be filed with the Internal Revenue Service to obtain a determination that the Plans meet the requirements of Section 401(a) of the Internal Revenue Code and that the Trusts which are a part thereof are exempt from taxation under Section 501(a) of the Code; and (ii) any amendments to the Plans which may be required by the Internal Revenue Service to meet the requirements of Section 401(a) and to have the Trusts which are a part thereof be exempt from taxation under Section 501(a) of the Code, and any amendments to the Trusts which are required to carry out these amendments to the Plans. CERTIFIED COPY: /s/ Victoria Antoni __________________________ Victoria Antoni, assistant secretary THE NORTHERN TRUST COMPANY THRIFT-INCENTIVE PLAN (Effective July 1, 1993; as amended and restated through and including the September 21, 1993 amendment) THE NORTHERN TRUST COMPANY THRIFT-INCENTIVE PLAN AMENDMENT AND COMPLETE RESTATEMENT September 21, 1993 ------------------ (Effective July 1, 1993; as amended and restated through and including the September 21, 1993 amendment) SECTION 1. NAME. This Plan shall be known as "The Northern Trust Company ---- Thrift-Incentive Plan" and is herein referred to as the "Thrift Plan." SECTION 2. DEFINITIONS. The following terms shall have the meaning specified ----------- in this Section 2: 2.1 AFTER-TAX DEPOSIT ACCOUNT means the aggregate of a Participant's deposits to an Investment Fund made pursuant to Section 4.1 from the Participant's Salary which is subject to federal income tax in the year paid, after adjustment for earnings, changes in valuations, and withdrawals and transfers, if any. 2.2 BANK means The Northern Trust Company, an Illinois banking corporation, and such of its subsidiaries and affiliates as shall, with the consent of the Board of Directors of The Northern Trust Company, adopt this Thrift Plan. 2.3 BANK BASIC CONTRIBUTION ACCOUNT means the aggregate of the Bank's contributions to an Investment Fund on behalf of a Participant made pursuant to Section 5.1 of the Thrift Plan as it existed before the year 1989, after adjustment for earnings, changes in valuations, and withdrawals and transfers, if any. The Bank discontinued contributions to a Participant's Bank Basic Contribution Account effective January 1, 1989. 2.4 BANK MATCHING CONTRIBUTION ACCOUNT (formerly called BANK VESTING CONTRIBUTION ACCOUNT) means the aggregate of the Bank's contributions to an Investment Fund on behalf of a Participant made pursuant to Section 5.1, after adjustment for earnings, changes in valuations, and withdrawals and transfers, if any. 2.5 BEFORE-TAX DEPOSIT ACCOUNT means the aggregate of the deposits to an Investment Fund made pursuant to Section 4.1 in which a Participant elected to have the Bank contribute amounts to the Thrift Trust for his or her benefit as opposed to have the Bank pay the amounts to the Participant in cash or deposit the amounts to the Participant's After-Tax Deposit Account, after adjustment for earnings, changes in valuations, and withdrawals and transfers, if any. 2.6 BENEFICIARY means the person or persons, including a trustee or a charitable organization, required or designated to receive a benefit under the Thrift Plan upon the death of a Participant. A Participant may have primary and secondary Beneficiaries. The spouse of a married Participant shall automatically be designated as primary Beneficiary, unless the spouse consents in writing to the Participant's designating another person as primary Beneficiary and the spouse's consent acknowledges the effect of the consent and is notarized. 2.7 BOARD OF DIRECTORS means the Board of Directors of The Northern Trust Company. Any action may be taken by the Executive Committee of the Board of Directors with the same force and effect as though taken by the Board of Directors. 2.8 COMMITTEE means the Employee Benefit Administrative Committee of The Northern Trust Company, as constituted from time to time, which has the responsibility for administering the Thrift Plan and which shall be deemed to be the Plan Administrator and the Named Fiduciary for the purposes of ERISA. 2.9 EMPLOYEE means any person employed by the Bank, except a person employed by any office or branch of the Bank located in a foreign country who, as to the United States, is a non-resident alien. -2- 2.10 ERISA means the Employee Retirement Income Security Act of 1974 as in effect from time to time. 2.11 ESOP CONTRIBUTION ACCOUNT means the aggregate of transfers to an Investment Fund from an Employee's account in the Northern Trust Employee Stock Ownership Plan made pursuant to Section 5.7, after adjustment for earnings, changes in valuations, and transfers, if any. 2.12 INVESTMENT FUND and FUND mean any Fund of the Thrift Trust described in Section 6.1. 2.13 NORMAL RETIREMENT DATE means the later of (a) the date on which a Participant attains 65 years of age, or (b) the fifth anniversary of the date on which the Participant commenced participation in the Thrift Plan. 2.14 ONE-YEAR PERIOD OF SEVERANCE means a period of one full year during which a former Employee was not employed by the Bank, which period begins on the earlier of (a) The date on which the Employee quits, retires or is discharged, or (b) The first anniversary of the first date of a period in which the Employee remains absent from service with the Bank for any reason other than a quit, retirement or discharge (e.g., for reason of disability). If an Employee is absent from service with the Bank by reason of parental leave, for purposes of determining whether the Employee has incurred an initial One-Year Period of Severance for purposes only of Section 3.4 (relating to restoration of forfeitures upon reemployment), the Employee shall be treated as being employed by the Bank for up to a period of one full year while on parental leave. Parental leave means an absence from service with the Bank (I) By reason of the pregnancy of the Employee, (II) By reason of the birth of a child of the Employee, -3- (III) By reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee, or (IV) For purposes of caring for such child for a period beginning immediately following such birth or placement, provided that the Employee furnishes to the Committee such timely information as the Thrift Plan may reasonably require to establish (1) that the absence from service is for the reasons referred to herein and (2) the period of time for which there was such an absence. 2.15 PARTICIPANT means an Employee who is participating in the Thrift Plan. 2.16 ROLLOVER DEPOSIT ACCOUNT means the aggregate of an Employee's rollover deposits to an Investment Fund made pursuant to Section 4.1, after adjustment for earnings, changes in valuations, and withdrawals and transfers, if any. 2.17 SALARY means the base salary paid a Participant, plus any amounts paid as shift differential, but exclusive of severance pay or any other types of compensation. Base salary includes amounts which the Participant elects under Section 4.1 to have contributed to his or her Before-Tax Deposit Account and any amounts contributed by or on behalf of the Participant to a cafeteria plan established by the Bank. Notwithstanding the foregoing, a Participant's Salary for any calendar year for all purposes of the Thrift Plan shall not exceed (a) $200,000, before calendar year 1994, or (b) $150,000, after calendar year 1993, or such greater amount as established by the Secretary of the Treasury pursuant to Section 401(a)(17) of the Internal Revenue Code. 2.18 THRIFT TRUST means the trust created by a Declaration of Trust executed by The Northern Trust Company as of April 1, 1958 for purposes of the Thrift Plan, as amended. The Thrift Trust forms a part of the Thrift Plan. 2.19 TRUSTEE means The Northern Trust Company as Trustee of the Thrift Trust. -4- 2.20 VALUATION DATE means a date as of which the Investment Funds are valued and the accounts of Participants adjusted. Valuation Dates shall be the last day of each calendar month, unless otherwise determined from time to time by the Committee. 2.21 VALUATION PERIOD means the period commencing on the day following a Valuation Date and ending on the next Valuation Date. 2.22 VESTED PORTION means that percentage of a Participant's Bank Matching Contribution Account as indicated in the following vesting schedule:
Participant's Years of Service Vested with the Bank Percentage ---------------- ---------- Less than 2 years 0% 2 years but less than 3 20% 3 years but less than 4 40% 4 years but less than 5 60% 5 years but less than 6 80% 6 or more years 100%
provided that before making this computation, there shall be added back to the Account for the purpose of computation only, any amounts therefrom previously withdrawn by or distributed to the Participant. UNVESTED PORTION means the balance of the Account. Notwithstanding the foregoing, a Participant is fully vested in his or her Bank Matching Contribution Account after the Participant attains his or her Normal Retirement Date. A Participant is always fully vested in his or her After-Tax Deposit Account, Before-Tax Deposit Account, Rollover Deposit Account, ESOP Contribution Account, and Bank Basic Contribution Account. For purposes of determining the Vested Portion of a Participant who had been employed by a related employer while that employer was a member of a controlled group of corporations or was under common control with the Bank within the meaning of Section 414(b, c, m) of the Internal Revenue Code, as amended, which employer had not adopted the Thrift Plan, the Participant's Years of Service in the Thrift Plan shall be computed as if the Participant had been an employee of the Bank during that period. -5- 2.23 YEAR OF SERVICE means twelve calendar months of service. A calendar month of service is a calendar month during which the Employee, for at least one day in the month, was: (a) compensated at full pay or partial pay (including vacation, paid holidays, sick pay, and short-term disability pay), or (b) on unpaid leave of absence granted by the Bank, provided he or she resumed permanent employment with the Bank upon the termination of such leave of absence, or (c) (i) absent from service with the Bank for a continuous period which does not exceed 12 months, or (ii) on sick and/or disability leave, until the first anniversary of the commencement of the leave, provided he or she resumed permanent employment with the Bank upon termination of such absence or leave, or (d) for purposes of Sections 2.22 (vesting) and 3 (participation) only, absent from service with the Bank for any reason other than a quit, discharge or retirement, (e.g., for reason of disability), for a period which begins on the date the Employee separates from service and ends on the earlier of (i) the date on which the Employee subsequently quits, is discharged, retires or dies, or (ii) the first anniversary of the date on which the Employee separates from service, and the Employee does not resume permanent employment with the Bank. Any service qualifying under any two or more of the foregoing categories shall be counted only once. -6- SECTION 3. PARTICIPATION. ------------- 3.1 Participation. An Employee shall become a Participant upon the first day of the calendar quarter falling after the day on which he or she has completed one Year of Service with the Bank or has attained the age of 21 years, whichever is later. (For example, if an Employee over age 21 commences employment with the Bank on July 1, 1993, he or she completes one Year of Service with the Bank on July 1, 1994, and becomes a Participant in the Thrift Plan on October 1, 1994.) An Employee who had been employed by a related employer while that employer was a member of a controlled group of corporations or was under common control with the Bank within the meaning of Section 414(b,c,m) of the Internal Revenue Code, as amended, shall be considered to have been an employee of the Bank during that period for purposes of determining whether he or she has completed one Year of Service with the Bank. By written notice delivered to the Committee on or before the fifteenth day of the preceding month, the Employee shall make an election as to Investment Funds in the manner provided in Section 6.3. In the event of the failure of the Employee to make such an election, all deposits and contributions for his or her account shall be invested in the Short Term Fund. An Employee who is a highly compensated employee may agree with the Bank in writing that the Employee shall not participate in the Thrift Plan. 3.2 Beneficiary Designation. At the time of becoming a Participant, subject to Section 2.6 an Employee shall designate a Beneficiary to receive any benefit payable under the provisions of Section 8.2. At any time and from time to time thereafter the Participant may change or revoke the Beneficiary designation. No designation, revocation or change shall be effective unless made in writing and delivered to the Committee prior to the Participant's death. 3.3 Termination of Participation. Participation in the Thrift Plan shall terminate upon the first to occur of: (a) The Valuation Date coinciding with or next following the date of a Participant's retirement. -7- (b) The Valuation Date falling immediately after the date the Participant terminates his or her service with the Bank by reason of permanent disability, as determined by the Committee, provided that he or she has not returned to service with the Bank prior to such Valuation Date. (c) The Valuation Date falling immediately after the date on which the Committee receives written notice that a Participant has separated from service (other than by retirement or by reason of becoming permanently disabled) and no longer receives Salary from the Bank; except that (i) A Participant who is separated from service by reason of transfer to a related employer which is a member of a controlled group of corporations or is under common control with the Bank within the meaning of Internal Revenue Code Section 414(b,c,m), which employer has not adopted the Thrift Plan, shall continue his or her participation. The Participant may make no deposits to his or her Deposit Accounts and the Bank shall make no contributions to his or her Bank Contribution Account unless and until the Participant is reemployed by the Bank or the related employer adopts the Thrift Plan. Such a Participant's participation shall terminate upon the first to occur of his or her death or separation from service of such a related employer without reemployment by the Bank. (ii) An alien Participant who is separated from service by reason of transfer to any office or branch of the Bank located in a foreign country may elect to continue his or her participation. The Participant may make no deposits to his or her Deposit Accounts and the Bank shall make no contributions to his or her Bank Contribution Account unless and until the Participant is reemployed by the Bank at an office or branch located in the United States. Such a Participant's participation shall terminate upon the first to occur of his or her death, separation from service of the Bank or any office or branch thereof or related employer, or his or her election to terminate such participation. (d) The Valuation Date falling immediately after the date on which the Committee receives written notice of a Participant's death. -8- 3.4 Reemployment; Restoration of Forfeitures. ---------------------------------------- (a) The participation of an Employee whose prior participation in the Thrift Plan terminated for any of the reasons specified in paragraphs (a), (b) or (c) of Section 3.3 shall be renewed as of the first day of the Valuation Period in which the Employee is reemployed. (b) By written notice to the Committee after his or her reemployment, an Employee who has not had five consecutive One-Year Periods of Severance may deposit with the Trustee an amount which shall be equal to the aggregate value of the distributions from his or her Deposit Accounts and Bank Contribution Accounts at the time of his or her previous termination of participation. All deposits must be made in cash and in a single lump sum. The deposits must be made within five years after the Employee is reemployed. The Trustee shall allocate an Employee's deposits made to satisfy the requirements of this Section 3.4(b) as follows: (i) An Employee's deposits which are rollover deposits under Section 4.1 shall be allocated to the Employee's Rollover Deposit Account. (ii) All other deposits shall be allocated to the Employee's After-Tax Deposit Account. (c) In the case of a reemployed Employee who does not have five consecutive One-Year Periods of Severance, the Bank shall contribute to the Bank Matching Contribution Account of such Employee the amount, if any, forfeited at the time of the Employee's termination of service, if and only if the Employee makes the deposits permitted under Section 3.4(b) or the Employee did not receive a distribution at or after the time of his or her previous termination of service. The Bank's contribution shall be made concurrently with the Employee's repayment if applicable, otherwise upon the date of his or her reemployment. -9- For each other reemployed Employee, his or her beginning balance in each of his or her Deposit Accounts and Bank Contribution Accounts shall be zero and his or her previous forfeiture, if any, shall not be restored. SECTION 4. PARTICIPANT'S DEPOSITS. ---------------------- 4.1 Participant's Deposits. By written notice delivered to the Committee on or before the fifteenth day of the month preceding the Valuation Period as of which an Employee becomes a Participant, or upon reemployment of a former Employee whose participation in this Thrift Plan is renewed pursuant to Section 3.4 or is commenced pursuant to Section 3.1, the Employee may authorize the Bank to deduct an amount of money from his or her Salary and deposit it with the Trustee for investment as he or she shall have directed as provided in Section 6.3. The amount must equal 1% of the Employee's Salary or any multiple thereof not exceeding 12%. The amount shall be deposited to the Employee's After-Tax Deposit Account or to his or her Before-Tax Deposit Account, or partly to each in whole percentages, as designated by the Employee. Deposits to an Employee's Before-Tax Deposit Account in a calendar year may not exceed $7,000, adjusted for increases in the cost of living as provided in Internal Revenue Code Section 415(d), and any excess deposits shall be made to his or her After-Tax Deposit Account. Amounts deposited to the Employee's Before-Tax Deposit Account pursuant to this Section 4.1 shall be considered as contributions made by the Bank on behalf of the Employee to the Thrift Trust under a qualified cash or deferred arrangement as defined in Section 401(k)(2) of the Internal Revenue Code of 1986 so that the amounts will not be included in the Employee's income for federal income tax purposes in the year of contribution. Amounts deposited to the Employee's After-Tax Deposit Account shall be considered as deposits made by the Employee from his or her Salary which is subject to federal income tax in the year paid. With authorization by the Committee, an Employee may make a rollover deposit to the Thrift Plan from a qualified plan, an employee annuity, an individual retirement account or an individual retirement annuity, as described in Sections 402(a)(5), 403(a)(4) and 408(d)(3) of the Internal Revenue Code of 1986. The amount shall be deposited in cash to the Employee's Rollover Deposit Account. An Employee who is not otherwise a Participant in the Thrift Plan shall be considered as a Participant solely for purposes of his -10- or her Rollover Deposit Account. The Committee shall authorize and regulate the making of rollover deposits in accordance with uniform and nondiscriminatory rules. 4.2 Changing Rate of Deposits. A Participant may terminate, authorize or change the rate of his or her deposits as of the first day of any subsequent Valuation Period by giving notice of the desired change to the Committee at least five business days prior to the end of the preceding month. Any new or changed rate shall comply with the requirements of Section 4.1. Changes may be made no more than six times in a calendar year, and notice of a change shall be in such form (e.g., by telephone, in writing) as the Committee shall determine. 4.3 Limitations on Deposits. The Committee in its discretion may at any time and from time to time by administrative action limit the percentage amount which Participants who are highly compensated employees may elect to have contributed to their Before-Tax Deposit Accounts under Section 4.1, in order to insure that the Thrift Plan will satisfy the requirements for a qualified cash or deferred arrangement under Section 401(k) of the Internal Revenue Code of 1986. Limitations may be imposed before the Plan in fact violates those requirements. The term "highly compensated employee" shall be defined as provided in Section 401(k)(4) of the Code, and the Committee may enumerate the Participants in that category by job grade or other reasonable classification. The Committee may at any time and from time to time limit the percentage amount which all Participants may elect to have contributed to their Before-Tax Deposit Accounts under Section 4.1 in order to satisfy the requirements of Section 5.5. The Committee shall give written notice of limitations or changes in limitations under this Section 4.3 to all Participants who are affected thereby. SECTION 5. BANK CONTRIBUTIONS. ------------------- 5.1 Bank Contingent Matching Contribution. If an Employee is a Participant in the Thrift Plan during any part of a calendar year and, on December 31 of that calendar year, is either (a) In the service of the Bank or receiving Salary or on leave of absence, paid or unpaid, or -11- (b) Not in the service of the Bank, but the Employee terminated his or her service with the Bank during the calendar year by reason of disability, death, normal or early retirement under The Northern Trust Company Pension Plan, or any other retirement after his or her Normal Retirement Date, then the Employee is eligible to have the Bank make a contingent contribution to the Employee's Bank Matching Contribution Account for that calendar year. Subject to the provisions of Sections 5.2, 5.4 and 5.5, the amount of the contingent contribution for a calendar year shall be the applicable percentage of the maximum possible contribution, determined in accordance with the following two tables:
Table One Maximum Possible Contingent Contribution ---------------------------------------- Maximum Possible Percent Matchable Participant of Salary for Calendar Deposits for Year Which May be Calendar Year Contributed by Bank --------------------- ------------------------ 1% 1.25% 2% 2.50% 3% 3.75% 4% 5.0%
"Matchable participant deposits" means the percent of Salary deposited by a Participant in the aggregate to his or her After-Tax Deposit Account and Before-Tax Deposit Account during the calendar year which is matchable by the Bank. The percent of Salary is determined for each pay period in the calendar year, with no percentage exceeding 4%, and the average of the percentages for the calendar year is then calculated. The percent of Salary for the calendar year includes not only whole percentages but also fractions thereof, which shall be considered by extrapolation in determining the maximum possible Bank contribution. The applicable percentage of the maximum possible contribution for a calendar year shall be determined by how close Northern Trust Corporation comes to attaining the earnings goal for the Corporation for the calendar year. The earnings goal for the calendar -12- year shall be announced by the Bank's Board of Directors in the first quarter of the calendar year. The Corporation's earnings for the calendar year for purposes of the Bank's contingent contribution shall be determined by the Bank's Board of Directors in its discretion, taking into consideration such factors and circumstances and including or excluding such items of income and expense as it deems appropriate, and shall be announced to Participants in the first quarter of the following year. After the end of the calendar year, (i) the Corporation's earnings for the calendar year shall be expressed as a percentage of the earnings goal for the year, and (ii) the Bank shall make a contingent contribution to the Bank Matching Contribution Account of a Participant or former Participant in accordance with the following Table Two:
Table Two Applicable Percentage of Maximum Possible Contribution ------------------------------------------------------ Applicable Percentage of Maximum Possible Contribution Percentage of (Percentage of Table One Earnings Goal Maximum Possible Attained by Contribution which Bank Corporation Will Contribute to (earnings / Participant's Bank earnings goal) Matching Contribution Account) -------------- ------------------------------ 100% or more 100% 99% 99% 98% 98% 97% 97% 96% 96% 95% 95% 94% 93%
-13- 93% 91% 92% 89% 91% 87% 90% 85% 89% 82% 88% 79% 87% 76% 86% 73% 85% 70% 84% 66% 83% 62% 82% 58% 81% 54% 80% 50% 79% 45% 78% 40% 77% 35% 76% 30% 75% 25% below 75.0000% NONE (0%) The percentage of earnings goal includes not only whole percentages but also fractions thereof, which shall be considered by extrapolation in determining the applicable percentage of the maximum possible Bank contribution. 5.2 Limitations on Deposits and Contributions. ------------------------------------------ (a) Notwithstanding anything contained herein to the contrary, a Participant's annual additions for a calendar year shall not exceed the lesser of (i) $30,000, adjusted for increases in the cost of living as provided in Internal Revenue Code Section 415(d), or -14- (ii) 25 percent of the Participant's compensation as defined in Treasury Regulation Section 1.415-2(d). (b) In addition, a Participant's annual additions for a calendar year shall not exceed an amount which would produce a defined contribution plan fraction which, when added to the Participant's defined benefit plan fraction (after reduction of the Participant's Pension as provided in the Bank's Pension Plan, except as may be otherwise provided by an instrument in writing filed with the Committee as provided in the Bank's Pension Plan), would produce a combined fraction of more than 1.0. A Participant's defined contribution plan fraction for a calendar year is a fraction, the numerator of which is the sum of the Participant's annual additions for the calendar year and all prior calendar years, and the denominator of which is the sum of the lesser of the following amounts (determined for the calendar year and for each prior calendar year of service with the Bank): (i) the product of 1.25 multiplied by the dollar limitation in effect under Internal Revenue Code Section 415(c)(1)(A) for such calendar year, or (ii) the product of 1.4 multiplied by 25% of the Participant's compensation for such calendar year. A Participant's defined benefit plan fraction for a calendar year is a fraction, the numerator of which is the Participant's projected annual benefit (determined as of the close of the calendar year), and the denominator of which is the lesser of (i) the product of 1.25 multiplied by the maximum dollar limitation under Internal Revenue Code Section 415(b)(1)(A) for that year, or (ii) the product of 1.4 multiplied by 100% of the Participant's average compensation for his or her high 3 years. However, the denominator of the fraction shall not be less than 1.25 multiplied by the annual benefit which the Participant had accrued under the Bank's Pension Plan as of September 30, 1983. For any calendar year in which the Thrift Plan is a top-heavy plan, this Section 5.2(b) shall be administered by substituting "1.0" for "1.25." (c) A Participant's annual additions are the sum of -15- (i) a Participant's deposits to his or her After-Tax Deposit Account and Before-Tax Deposit Account, and (ii) the Bank's contributions to the Participant's Bank Matching Contribution Account. (d) To the extent a Participant's annual additions for a calendar year exceed the limitations in either (a) or (b), the Participant's deposits shall be returned to the Participant in the following order: (i) The Participant's deposits to his or her After-Tax Deposit Account; then (ii) The Participant's deposits to his or her Before-Tax Deposit Account. After giving effect to the foregoing sentence, if appropriate, the Bank shall make no contribution to the Participant's Bank Matching Contribution Account which would result in those limitations being exceeded. If any excess annual additions nonetheless remain in the Participant's Accounts, such excess amounts shall be subtracted from his or her Bank Matching Contribution Account. The subtracted amount shall be used to reduce Bank contributions as provided in Section 5.4. To satisfy the requirements of Internal Revenue Code Section 415, Participant deposits and Bank contributions to a Participant's Accounts in the Thrift Plan shall be reduced before any reduction in allocations for a Participant under the Northern Trust Employee Stock Ownership Plan. (e) In applying the limitations under this Section 5.2, all employers which are included in a controlled group of corporations or are under common control with the Bank within the meaning of Section 414(b, c, m) of the Internal Revenue Code shall, together with the Bank, be considered as a single employer. In addition, in applying these limitations, all defined contribution plans (whether or not terminated) of the Bank shall be treated as one defined contribution plan, and all defined benefit plans (whether or not terminated) of the Bank shall be treated as one defined benefit plan. -16- 5.3 Time of Bank Contributions. The Bank's contingent matching contribution for a calendar year on behalf of a Participant shall be made as soon as practicable after the end of the calendar year, without interest, but otherwise shall be deemed to have been made as of December 31 of the calendar year if it is made not later than the time prescribed by law for the filing of the Bank's federal income tax return for that year. All contributions shall be transmitted to the Trustee for investment as the Participant shall have directed as provided in Section 6.3. 5.4 Forfeitures. Forfeitures under Section 8.3 shall be held in a suspense account in the Thrift Plan and invested in the Short Term Fund. Notwithstanding the provisions of Section 5.1, the forfeitures in the suspense account, and the earnings thereon, shall be used first to satisfy the Bank Contingent Matching Contribution, and the Bank's contribution under Section 5.1 shall be reduced (but not below zero) accordingly. 5.5 Limitations on Contributions. Contributions by any corporation which is a party to this Thrift Plan shall be made only on behalf of Participants who are Employees of the contributing corporation and such contributions shall be made only from current or accumulated earnings of such corporation, provided, however, that if any such corporation is prevented from making a contribution which it would otherwise have made under the Thrift Plan by reason of having no current or accumulated earnings or because such earnings are less than the contributions which it would otherwise have made, then so much of the contribution which such corporation was so prevented from making may be made for the benefit of the Participants who are Employees of such corporation by any of the other corporations which are parties to this Thrift Plan to the extent of current or accumulated earnings, except that if the corporations which are parties to this Thrift Plan do not file a consolidated Federal income tax return, such contribution by each such other corporation shall be limited to that proportion of its total current and accumulated earnings, remaining after adjustment for its contributions on behalf of Participants who are its own Employees, which the total prevented contribution bears to the total current and accumulated earnings of all such corporations remaining after adjustment for all contributions on behalf of Participants who are their own Employees. The amount of contributions made by any corporation which is a party to this Thrift Plan shall not exceed the amount deemed to be deductible in computing the taxable income of such corporation (taking into account all contributions under The Northern Trust Company Pension Plan and all privileges and limitations of carry over and carry forward as established by law) for the purpose of computing taxes on, or measured by, income under the provisions of the -17- Internal Revenue Code or any other laws in effect from time to time. 5.6 Top-Heavy Rules. The following provisions shall become effective in any plan year after 1983 in which the Thrift Plan is determined to be a top-heavy plan. (a) Determination of Top-Heavy. The Thrift Plan will be considered a top-heavy plan for the plan year if as of the last day of the preceding plan year, (1) the account balances of Participants who are key employees (as defined in Section 416(i) of the Internal Revenue Code) exceeds 60% of the account balances of all Participants (the "60% Test") or (2) the Plan is part of a required aggregation group and the required aggregation group is top-heavy. However, and notwithstanding the results of the 60% Test, the Plan shall not be considered a top-heavy plan for any plan year in which the Plan is a part of a required or permissive aggregation group which is not top- heavy. The top-heavy ratio shall be computed pursuant to Section 416(g) of the Code and the regulations issued thereunder. A required aggregation group is each plan of the Bank in which a key employee is a participant and each other plan of the Bank, if any, which enables such plan to meet the requirements of Internal Revenue Code Section 401(a)(4) or 410. The Bank may treat any plan not required to be included in an aggregation group as being part of a permissive aggregation group if such group would continue to meet the requirements of Internal Revenue Code Sections 401(a)(4) and 410 with such plan being taken into account. (b) Minimum Benefit. The Bank's contribution to a Participant's Bank Matching Contribution Account under Section 5.1 shall be 3 percent of the Participant's compensation within the meaning of Section 415 of the Internal Revenue Code (i.e., the Participant's total compensation as determined for federal wage withholding taxes for form W-2), except that this paragraph (b) shall not apply if (i) the Participant is also a participant in The Northern Trust Company Pension Plan, (ii) the Pension Plan is a top-heavy plan, and -18- (iii) the Participant receives from the Pension Plan the defined benefit minimum required under Section 416(c)(1) of the Internal Revenue Code. (c) Minimum Vesting. A Participant's Vested Portion under Section 2.20 shall be the percentage of the Participant's Bank Matching Contribution Account determined in accordance with the following table:
Participant's Years of Service as defined in Internal Revenue Code Section 411 Vested Percentage ---------------- ----------------- 2 but less than 3 20% 3 but less than 4 40% 4 but less than 5 60% 5 but less than 6 80% 6 or more 100%
(d) Change in Top-Heavy Status. If the Thrift Plan becomes a top- heavy plan and subsequently ceases to be such, the vesting schedule in paragraph (c) of this section shall continue to apply in determining the Vested Portion of the Bank Matching Contribution Account of any Participant who had at least five years of service as of December 31 in the last plan year of top-heaviness. For other Participants, said schedule shall apply only to the amount of their Bank Matching Contribution Accounts as of such December 31. 5.7 Transfers from ESOP. To enable the Northern Trust Employee Stock Ownership Plan to satisfy the investment diversification requirement of Internal Revenue Code Section 401(a)(28)(B), the Thrift Plan shall accept transfers of property directly from an Employee's account in the Employee Stock Ownership Plan which are made to fulfill that requirement. The transferred property shall be added to the Employee's ESOP Contribution Account. The Committee shall regulate the making of transfers in accordance with uniform and nondiscriminatory rules. -19- SECTION 6. INVESTMENT FUNDS. ----------------- 6.1 Investment Funds. There shall be the following six Investment Funds: ---------------- Short Term Fund: This Fund invests primarily in debt instruments with short maturity dates (e.g., money market instruments). This Fund shall be invested with the objective of minimizing fluctuations in the market value of the Fund, while obtaining maximum income consistent with that objective. Benchmark Funds - Bond Portfolio: This Fund invests primarily in debt instruments with longer maturity dates (e.g. bonds). Benchmark Funds - Balanced Portfolio: This Fund invests in stocks, bonds and money market instruments. The mix of these investments is continually monitored and adjusted. Benchmark Funds - Equity Index Portfolio: This Fund invests primarily in common stocks. The Fund seeks to achieve investment performance results paralleling the results of the Standard & Poors 500 Stock Index. The Fund's investments are not actively managed. Benchmark Funds - Focused Growth Portfolio: This Fund invests primarily in stocks of companies with high growth potential. Northern Trust Stock Fund: This Fund shall be invested primarily in shares of common stock of Northern Trust Corporation. The Benchmark Fund is a registered investment company. The Northern Trust Company is the investment adviser, transfer agent and custodian for each portfolio of the Fund, and it receives from each portfolio a fee for its services. 6.2 Administration of Funds. Each of the Investment Funds shall be invested without distinction between principal and income. Pending payment of costs, expenses and anticipated benefits, or acquisition of permanent investments, the Trustee may hold any portion of any of the Investment Funds in money market instruments (or in a collective -20- investment fund or registered investment company composed primarily of such investments). To facilitate administration of the Thrift Plan, the Committee may allocate the aggregate deposits and contributions on behalf of all Participants among the Investment Funds on an estimated basis during a Valuation Period and make compensating adjustments among the Funds, if needed, as of the end of the Valuation Period. 6.3 Selection of Investment Funds. Each Participant shall have the right to direct that: (i) the Participant's deposits to his or her After-Tax Deposit Account and to his or her Before-Tax Deposit Account shall be invested in specified multiples of 1% in any one or more of the Investment Funds (but not in the Northern Trust Stock Fund), with the same election applying to deposits to both Accounts, (ii) the Participant's deposits to his or her Rollover Deposit Account shall be invested in specified multiples of 1% in any one or more of the Investment Funds (but not in the Northern Trust Stock Fund), (iii) contributions by the Bank to the Participant's Bank Matching Contribution Account shall be invested in specified multiples of 1% in any one or more of the Investment Funds, and (iv) transfers to the Participant's ESOP Contribution Account shall be invested in specified multiples of 1% in any one or more of the Investment Funds. Any such direction must be received by the Committee at least five business days prior to the end of a Valuation Period. Directions under paragraphs (i) and (iii) shall become effective as of the first day of the next Valuation Period and shall apply only to deposits and contributions made after such effective date. Directions under paragraphs (ii) and (iv) shall become effective as of the next Valuation Date. Directions shall be in such form (e.g., by telephone, in writing) as the Committee shall determine. Transfers may be made no more than six times in a calendar year. 6.4 Transfers Between Funds. Each Participant shall have the right to direct that: (i) his or her After-Tax Deposit Account and Before-Tax Deposit Account and Rollover Deposit Account which are invested in any one or more of the Investment -21- Funds, shall be transferred in whole or in part to any one or more of the Investment Funds (but not the Northern Trust Stock Fund), with the same election applying to transfers in all three Accounts, and (ii) his or her Bank Basic Contribution Account and Bank Matching Contribution Account and ESOP Contribution Account which are invested in any one or more of the Investment Funds, shall be transferred in whole or in part to any one or more of the Investment Funds, with the same election applying to transfers in all three Accounts. Any such direction must be received by the Committee at least five business days prior to the end of a Valuation Period and shall become effective as of the next Valuation Date. Directions shall be in such form (e.g., by telephone, in writing) as the Committee shall determine. Transfers may be made no more than six times in a calendar year. The Committee in its discretion may at any time and from time to time regulate, limit or prohibit Participants from making transfers to or from (or investing in, or withdrawing or borrowing from) the Northern Trust Stock Fund under this Thrift Plan, in order to ensure that federal securities laws will not be violated currently or in the future. 6.5. Voting Rights; Tender Offers. ----------------------------- (a) Each Participant having an interest in the Northern Trust Stock Fund shall have the right to direct the manner in which the Trustee shall vote common stock of Northern Trust Corporation ("Company Stock") in such Fund equivalent to his or her Proportionate Interest therein. (b) In the event of a Tender Offer for Company Stock, each Participant having an interest in the Northern Trust Stock Fund shall have the right to direct whether the Trustee will (i) tender Company Stock in such Fund equivalent to his or her Proportionate Interest therein and (ii) withdraw such Stock from the depository into which it is tendered pursuant to such direction. (c) Subject to Sections 11.6, 11.7 and 14 of the Plan and Part 4 of Title I of ERISA, the Trustee shall vote, tender, or withdraw from the depository into which tendered, Company Stock in the Northern Trust Stock Fund only in accordance -22- with directions received from Participants within the time periods set forth below and shall not vote, tender, or so withdraw Company Stock in the Northern Trust Stock Fund equivalent to the Proportionate Interest of Participants from whom timely directions are not received by the Trustee pursuant to this Section. (d) As soon as possible prior to each stockholders meeting of Northern Trust Corporation, the Trustee shall provide each Participant entitled under this Section to direct the voting of Company Stock with notice of such meeting and of those matters which at the time of the mailing of such notice are expected to be presented at such meeting for action by holders of Company Stock. Such notice shall be accompanied by an appropriate form with which the Participant may direct the manner of voting on such matters. If directions on such matters are received by the Trustee from any such Participant at least two (2) days prior to such meeting, the Trustee shall vote such Participant's Proportionate Interest in accordance with the directions received from such Participant. (e) If any person makes a Tender Offer for shares of Company Stock which includes shares of Company Stock held in the Northern Trust Stock Fund, the Trustee shall promptly notify each Participant having an interest in the Northern Trust Stock Fund: (i) that a Tender Offer for shares of Company Stock has been commenced, (ii) of the identity of the tender offer or, (iii) of such other information as the Trustee deems appropriate to enable the Participant to make an independent decision with respect to the tendering of such Stock, (iv) that the Participant has the right to direct whether his Proportionate Interest will be tendered and (v) that Company Stock constituting the Participant's Proportionate Interest will not be tendered except to the extent that a direction to tender has been received by the Trustee from such Participant no later than the date two (2) days before the deadline for tenders under such Tender Offer. Such notice will be accompanied by an appropriate form with which the Participant may direct the Trustee whether to tender his Proportionate Interest. If such written direction is received by the Trustee prior to such date, the Trustee shall tender, or not tender, such Participant's Proportionate Interest in accordance with such directions. A Participant's direction to tender or not tender shall become irrevocable on the date two (2) days before such deadline for tenders and may be revoked by a subsequent direction received by the Trustee from such Participant on or before such date. After shares of Company Stock have been tendered pursuant to this Section, the proceeds of the -23- Trust's sale of such Company Stock pursuant to the Tender Offer attributable to each Participant who directed the tender of his Proportionate Interest shall be separately accounted for in the Northern Trust Stock Fund. As soon as practicable after consummation of the sale of such Stock thereunder, the directing Participant's interest in the Northern Trust Stock Fund will be debited with the proceeds of such sale, and as of the end of the Valuation Period that interest shall be transferred to the Short Term Fund. (f) If shares of Company Stock have been tendered in a Tender Offer by the Trustee pursuant to the direction of a Participant, and if withdrawal rights arise pursuant to (i) the terms of such Tender Offer, (ii) any statute or regulation promulgated thereunder, or (iii) a court order, the Trustee shall promptly notify any Participant who made such a direction that he has the right to direct the withdrawal of the shares of Company Stock tendered pursuant to his direction from the depository into which such shares have been tendered. The Trustee will provide such Participant with an appropriate form with which he may direct the Trustee to withdraw such shares. In the event the Trustee receives any such written direction within sufficient time to act, it shall withdraw such shares of Company Stock. (g) Definitions. ------------ (i) The "Proportionate Interest" of a Participant is the number of shares of Company Stock determined by multiplying the total number of shares of Company Stock held in the Northern Trust Stock Fund by a fraction, the numerator of which is the Participant's interest in the Northern Trust Stock Fund and the denominator of which is the entire balance of the Northern Trust Stock Fund. All determinations made pursuant to the preceding sentence shall be as of the first day of the Valuation Period which Period includes (A) in the case of the voting of Company Stock, the record date for the applicable meeting, and (B) in the case of a Tender Offer for Company Stock, the date on which the Tender Offer was announced. (ii) A "Tender Offer" is a tender offer for, or a request for or invitation for tenders of, stock within the meaning of Section 14(d) of the Securities Exchange Act of 1934 and applicable rules, regulations and case law thereunder. -24- 6.6 Individual Accounts. The Committee will maintain or cause to be maintained individual accounts, as defined in Sections 2.1, 2.3, 2.4, 2.5, 2.11 and 2.16, of the interests of Participants in the several Investment Funds, showing separately interests resulting from the deposits of Participants and from contributions made by the Bank on their behalf. Each Investment Fund may be invested as a single fund, however, without segregation of Fund assets to the individual accounts of Participants. SECTION 7: VALUATION AND ADJUSTMENTS. As of each Valuation Date, the -------------------------- Committee shall determine on an accrual basis of accounting the value of each After-Tax Deposit Account, Before-Tax Deposit Account, Rollover Deposit Account, ESOP Contribution Account, Bank Basic Contribution Account, and Bank Matching Contribution Account in the following manner: 7.1 As soon as practicable after each Valuation Date, the Trustee shall determine and report to the Committee the fair market value of the assets of each of the Investment Funds, determined as of the Valuation Date or the next previous business day if the Valuation Date falls on a Saturday, Sunday or holiday. 7.2 With respect to each Investment Fund, the Committee shall determine the factor representing the ratio between the fair market value of such Fund as of the Valuation Date as reported to the Committee by the Trustee and the sum of (1) the adjusted value of the Fund on the next preceding Valuation Date determined as provided in Section 7.4 and (2) the aggregate amount of all Participants' deposits and loan payments and Bank contributions during the Valuation Period beginning after the next preceding Valuation Date. Each After-Tax Deposit Account, Before-Tax Deposit Account, Rollover Deposit Account, ESOP Contribution Account, Bank Basic Contribution Account and Bank Matching Contribution Account in an Investment Fund shall be adjusted by multiplying it by the factor for the Fund so determined by the Committee. 7.3 Following the adjustment of each Account in an Investment Fund pursuant to Section 7.2, the Committee shall determine the benefits and withdrawals distributable, loans granted and amounts transferable as of the Valuation Date from the Fund and shall direct the Trustee to pay such benefits, withdrawals and loans to the Participants and Beneficiaries entitled thereto and deposit such amounts transferable to other Investment Funds in such Funds. -25- 7.4 The Committee shall deduct the amount of benefits and withdrawals distributed, loans disbursed and amounts transferred from each Investment Fund as of the Valuation Date from, and add the amount of transfers to such Fund as of the Valuation Date to, the fair market value of such Fund as of the Valuation Date as reported to the Committee by the Trustee, and the resulting figure shall be recorded on the Committee's books as the adjusted value of such Investment Fund on the Valuation Date. SECTION 8. BENEFITS. --------- 8.1 Normal Retirement Date, Pension, Disability. Each Participant whose participation in the Thrift Plan terminates by reason of termination of service with the Bank (a) for any reason after the Participant attains his or her Normal Retirement Date, or (b) after the Participant has qualified for an Early Retirement Pension under The Northern Trust Company Pension Plan, or (c) by reason of permanent disability, shall be entitled to receive a benefit equal to the value of the sum of his or her After-Tax Deposit Account, Before-Tax Deposit Account, Rollover Deposit Account, ESOP Contribution Account, Bank Basic Contribution Account and Bank Matching Contribution Account in Participant loans and in each of the Investment Funds, adjusted as provided in Section 7.2 as of the Valuation Date upon which his or her participation terminates as provided in Section 3.3, and also any Bank contingent matching contribution for the calendar year in which his or her participation terminates as provided in Section 5.3. 8.2. Death. If a Participant dies, his or her Beneficiary, if any, shall be entitled to receive a benefit equal to the value of the sum of the deceased Participant's After-Tax Deposit Account, Before-Tax Deposit Account, Rollover Deposit Account, ESOP Contribution Account, Bank Basic Contribution Account and Bank Matching Contribution Account in Participant loans and in each of the Investment Funds, adjusted as provided in Section 7.2 as of the Valuation Date upon which his or her participation terminates as provided in Section 3.3, and also any Bank contingent matching contribution for the calendar year in which his or her participation terminates as provided in Section 5.3. The -26- Participant may designate a different Beneficiary or Beneficiaries for all or a specific portion of the Participant's Deposit and Bank Contribution Accounts. In case there is no Beneficiary designated or in existence at the death of such Participant, payment shall be made as follows: (a) If a Will of such Participant shall be admitted to probate, then as specifically directed in such Will, and in the absence of a specific direction, then as the Will shall direct distribution of his or her residuary estate. (b) In case the Committee shall have no notice that a Will of such deceased Participant has been admitted to probate within sixty days after his or her death, then to the heirs-at-law of the Participant, said heirs-at-law and the proportions they shall respectively be entitled to take to be determined according to the laws of descent of the State of Illinois in effect at the Participant's death. In no event shall any benefit be paid to or through a Participant's estate unless the Participant shall specifically so direct. 8.3 Termination of Service. Each Participant whose service with the Bank terminates for any reason, voluntary or involuntary, other than those enumerated in Sections 8.1 and 8.2, shall be entitled to receive a benefit equal to the value of the sum of his or her After-Tax Deposit Account, Before-Tax Deposit Account, Rollover Deposit Account, ESOP Contribution Account, Bank Basic Contribution Account and the Vested Portion of his or her Bank Matching Contribution Account in Participant loans and in each of the Investment Funds, adjusted as provided in Section 7.2 as of the Valuation Date upon which his or her participation terminates as provided in Section 3.3. The Unvested Portion of the Participant's Bank Vesting Contribution Account shall be forfeited and disposed of as provided in Section 5.4. 8.4 Restrictions on Mandatory Distributions. If a Participant who is under 65 years of age is entitled to receive a benefit under Section 8.1 or 8.3, and if the aggregate value of the Participant's Accounts in the Thrift Plan is greater than $3,500, the benefit may not be distributed to the Participant without his or her written consent delivered to the Committee prior to the Valuation Date upon which his or her participation terminates. If the Participant does not so consent, his or her benefit shall not be distributed until the Participant requests a total distribution, attains 65 years of age or dies. During that period -27- of time the Participant's benefit shall be treated as are the Accounts of continuing Participants, except that (a) no additions to such Accounts may be made, (b) such Accounts must be invested solely in the Short Term Fund, and (c) the Participant may not exercise the rights granted under Section 8.5 of the Thrift Plan. 8.5 Withdrawals. Subject to the limitations hereinafter in this Section 8.5 provided, a Participant shall have the right to make a withdrawal as of a Valuation Date by setting forth the amount he or she desires to withdraw in a notice received by the Committee at least five business days prior to the end of the Valuation Period. To make a withdrawal, the Participant must be in the service of the Bank or a related employer when the withdrawal is made. I. Withdrawals Over Age 59-1/2. A Participant who is 59-1/2 years of age or older as of a Valuation Date shall be entitled to withdraw as of right any part or all of the vested amounts in his or her Thrift Plan Accounts listed below, in the order designated: (a) After-Tax Deposit Account (b) Rollover Deposit Account (c) ESOP Contribution Account (d) Vested Portion of Bank Matching Contribution Account (e) Bank Basic Contribution Account (f) Before-Tax Deposit Account II. Withdrawals Under Age 59-1/2. A Participant who is under 59-1/2 years of age as of a Valuation Date may make withdrawals from his or her Thrift Plan Accounts as follows: Withdrawals as of Right ----------------------- (a) A Participant shall be entitled to withdraw as of right from his or her After-Tax Deposit Account an amount equal to the value of his or her After-Tax Deposit Account on such Valuation Date, reduced by the aggregate amount of the Participant's deposits to that Account which were made during the last twenty four Valuation Periods ending on such Valuation Date and which were or could be the basis for determining Bank contributions to the Participant's Bank Matching Contribution Account. If a Participant makes deposits to both his or her After-Tax -28- Deposit Account and Before-Tax Deposit Account in a Valuation Period, the deposits to the Before-Tax Deposit Account shall be deemed to be the basis for Bank contributions before the deposits to the After-Tax Deposit Account are so considered. (b) A Participant shall be entitled to withdraw as of right from his or her Rollover Deposit Account an amount equal to the value of his or her Rollover Deposit Account on such Valuation Date. (c) A Participant shall be entitled to withdraw as of right from his or her ESOP Contribution Account an amount equal to the value of his or her ESOP Contribution Account on such Valuation Date. (d) A Participant shall be entitled to withdraw as of right from his or her Bank Matching Contribution Account an amount equal to the value of the Vested Portion of his or her Bank Matching Contribution Account as of such Valuation Date, adjusted as provided in Section 7.2 as of such Valuation Date. In no event shall any withdrawal under this paragraph 8.5(II)(d) reduce the value of the Participant's Bank Matching Contribution Account below the amount of the Bank's contributions to such Account during the twenty four Valuation Periods ending on such Valuation Date. If a Participant has at least five years of participation in the Thrift Plan, paragraphs 8.5(II)(a) and 8.5(II)(d) shall be administered for that Participant by substituting "twelve Valuation Periods" for "twenty four Valuation Periods." Withdrawals for Hardship ------------------------ (e) Upon proof satisfactory to the Committee of hardship, a Participant shall be permitted to withdraw additional vested amounts from his or her Thrift Plan Accounts. Such withdrawals shall be made from the following Accounts of a Participant in the order designated: (i) After-Tax Deposit Account -29- (ii) Rollover Deposit Account (iii) ESOP Contribution Account (iv) Vested Portion of Bank Matching Contribution Account (v) Before-Tax Deposit Account, except that a Participant may not withdraw earnings credited to that Account after December 31, 1988. Withdrawals on account of hardship may be made only for the following financial needs: (I) Medical expenses previously incurred by the Participant or his or her spouse or dependents, or necessary for these persons to obtain medical care, (II) Purchase (excluding mortgage payments) of a principal single family residence of the Participant, (III) Payment of tuition and related educational fees for the next 12 months of post-secondary education for the Participant or his or her spouse, children or dependents, (IV) The need to prevent the eviction of the Participant from his or her principal single family residence or the foreclosure on the mortgage of the Participant's principal single family residence, or (V) Such other financial needs as the Internal Revenue Service may publish in documents of general applicability. In addition, withdrawals on account of hardship may not be made in excess of the amount required to relieve such financial need or to the extent such need may be satisfied from other resources that are reasonably available to the Participant. This determination generally is to be made on the basis of all relevant facts and circumstances. The Participant's resources shall be deemed to include the assets of -30- the Participant's spouse and minor children that are reasonably available to the Participant. The amount of such financial need includes the amounts necessary to pay income taxes and penalties reasonably anticipated to result from the withdrawal. A withdrawal generally may be treated as necessary to satisfy a financial need if the Committee relies upon the Participant's written representation, unless the Committee has actual knowledge to the contrary, that the need cannot reasonably be relieved: (1) Through reimbursement or compensation by insurance or otherwise, (2) By liquidation of the Participant's assets, (3) By cessation of the Participant's deposits under the Thrift Plan, or (4) By other distributions or nontaxable loans from plans maintained by the Bank or any other employer, or by borrowing from commercial sources on reasonable commercial terms. A financial need cannot reasonably be relieved by one of these actions if the effect would be to increase the amount of the need. (f) Amounts withdrawn pursuant to this Section 8.5 (II) shall be made first under paragraph (a), then under paragraph (b), then under paragraph (c), then under paragraph (d), and last under paragraph (e). III. General Rules for Withdrawals. No withdrawal shall reduce the value of a Participant's Account below zero. Any amount withdrawn from an Account of a Participant shall be charged against the Account's investment in the Investment Funds in the order designated: Short Term Fund Benchmark Fund - Bond Portfolio Benchmark Fund - Balanced Portfolio -31- Benchmark Fund - Equity Index Portfolio Benchmark Fund - Focused Growth Portfolio Lastly, the Northern Trust Stock Fund, subject to the last paragraph of Section 6.4 A Participant may withdraw from his or her Account no more than six times in a calendar year. A Participant's directions for withdrawals shall be in such form (e.g., by telephone, in writing) as the Committee shall determine. After calendar year 1993, the minimum amount which a Participant may withdraw from his or her Thrift Plan Accounts as of right under Section 8.5 (I) and (II) (a-d) is $1,000 per withdrawal, with the Accounts being valued as of the preceding Valuation Date. Amounts withdrawn shall be paid to the Participant as soon as reasonably practicable after the Valuation Date, without interest. 8.6 Required Distributions at Age 70-1/2. A Participant shall commence to receive his or her vested interest in the Thrift Plan not later than April 1 of the year following the calendar year in which he or she attains 70- 1/2 years of age, even if the Participant has not terminated service with the Bank, unless he or she attained age 70-1/2 before January 1, 1988 and was not a 5 percent owner of the Bank during the calendar year in which he or she attained age 66-1/2 and any subsequent year. Distributions shall be made in accordance with regulations prescribed by the Secretary of the Treasury under Internal Revenue Code Section 401(a)(9) over a period not extending beyond the life expectancy of the Participant or the life expectancy of the Participant and his or her designated Beneficiary. Required distributions shall be made in the same order as withdrawals under Section 8.5. 8.7 Loans to Participants. ---------------------- (a) A Participant shall have the right to borrow money from his or her Thrift Plan Account as of a Valuation Date by a notice received by the Committee at least five business days prior to the end of the Valuation Period. The amount of the loan shall not exceed the lesser of -32- (i) if the aggregate value of the Participant's After-Tax Deposit Account, Before Tax Deposit Account, Rollover Deposit Account, ESOP Contribution Account, Bank Basic Contribution Account, and the Vested Portion of his or her Bank Matching Contribution Account valued as of the prior Valuation Date is less than $100,000, one-half thereof, and (ii) if the aggregate value of the Participant's vested Accounts described in (i) above is $100,000 or more, $50,000 except that if the Participant has an outstanding balance of loans from the Thrift-Incentive Plan, the amount available for any additional loan shall be reduced by the lesser of (1) 50% of the Participant's vested Accounts described in (i), including the value of any outstanding balance of loans from the Thrift-Incentive Plan, minus the value of those loan balances or (2) $50,000 minus the highest outstanding balance of loans from the Thrift-Incentive Plan during the one year period before the date on which such loan was made. For purposes of the limitations of this paragraph (a), loans made to a Participant from a qualified employer plan maintained by a related employer which is a member of a controlled group of corporations or is under common control with the Bank within the meaning of Section 414 (b,c,m) of the Internal Revenue Code of 1986, as amended, shall be considered as being made from the Thrift Plan, and all qualified employer plans of all such related employers and the Bank shall be treated as one plan. The minimum amount which a Participant may borrow from his or her Thrift Plan Accounts is $1,000 per loan, with larger amounts in additional increments of $500. (b) A loan shall by its terms be required to be repaid within five years unless the loan is used to acquire a single dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as the principal residence of the Participant. A loan must be repaid in substantially equal installments on each payday. A Participant may have no more than two loans outstanding at any time. A Participant may prepay all of the remaining principal balance of a loan at any time, but partial prepayments are not permitted. -33- (c) A loan shall be made on such terms of repayment and interest and subject to such rules and restrictions as the Committee shall determine, provided that any such loans shall be available to all Participants on a reasonably equivalent basis, bear a reasonable rate of interest, and be adequately secured. For purposes of the preceding sentence, the term "a reasonable rate of interest" shall mean the interest rate which would be charged by The Northern Trust Company for a commercial loan secured by a savings account, on the first day of each month preceding a Valuation Date. The loan shall be made as of the Valuation Date and shall be disbursed as soon as practicable thereafter, and the Participant shall not be obligated to pay (nor be entitled to receive) interest on the funds from the Valuation Date to the date of disbursement. (d) The loan to the Participant shall be made from the Participant's Accounts in the following order: (i) Rollover Deposit Account (ii) ESOP Contribution Account (iii) Vested Portion of Bank Matching Contribution Account (iv) After-Tax Deposit Account (v) Bank Basic Contribution Account (vi) Before-Tax Deposit Account. Any loan from an Account shall be charged against the Account's investment in the Investment Funds in the order designated: Short Term Fund Benchmark Fund - Bond Portfolio Benchmark Fund - Balanced Portfolio -34- Benchmark Fund - Equity Index Portfolio Benchmark Fund - Focused Growth Portfolio Lastly, the Northern Trust Stock Fund (if applicable), subject to the last paragraph of Section 6.4. A Participant's application for a loan shall be in such form (e.g., by telephone, in writing) as the Committee shall determine. The note representing the loan (and other loans to the same Participant) shall be segregated in a separate fund held by the Trustee as a separate earmarked investment solely for the account of the Participant. A Participant's payments to the Trust of principal and interest on a note held in such a segregated fund shall be invested, as soon as practicable, in such one or more of the Investment Funds in the same manner as deposits or contributions to each applicable Account are invested from time to time. (e) If the Participant fails to repay the loan according to its terms, or if the Participant ceases to participate in the Thrift Plan, the Committee may foreclose on the loan and, among other things, may distribute the loan to the Participant or his or her Beneficiary, to the extent permitted by law. Such distributions shall be considered in determining the Vested Portion of a Participant's Bank Matching Contribution Account under Section 2.22. A loan, as an asset of a Participant's Account, shall be valued at par and used first in distributing benefits to the Participant or his or her Beneficiary under Sections 9.5 and 12.5. (f) The Committee may delegate any or all of its powers and responsibilities under this Section 8.7 to one or more of its members or any other person. SECTION 9. DISTRIBUTION OF BENEFITS. ------------------------- 9.1 Termination of Service. A benefit payable to a Participant upon termination of service shall be distributed in one lump sum, subject to Section 8.4. -35- 9.2 Death. A benefit payable to a Beneficiary upon the death of a Participant shall be distributed in one lump sum. 9.3 Time of Payment. A lump sum payment shall be made as soon as reasonably practicable (and under ordinary circumstances in no more than 45 days) after the Valuation Date as of which the benefit is determined. 9.4 Deferral of Payment of Benefit. If a Participant or his or her Beneficiary could receive a Bank contingent matching contribution for the calendar year in which the Participant terminates his or her participation in the Thrift Plan as provided in Section 5.1(b), then notwithstanding Section 9.3 the Participant or Beneficiary may elect to defer payment under that Section until the Bank makes such a contingent contribution, or if none, until the Bank announces that no such contribution will be made. In such case, the lump sum payment shall be made as soon as reasonably practicable (but in no event more than 45 days) after the Valuation Date immediately following that date. Until such Valuation Date, the benefit of a Participant or Beneficiary shall be treated in all respects as are the Accounts of continuing Participants, except that (a) no additions to such accounts may be made, and (b) the Participant or Beneficiary may not exercise the rights granted under Sections 8.5 and 8.7 of this Thrift Plan. 9.5 Distributions from Northern Trust Stock Fund. A benefit normally will be distributed in cash, although the Committee may make distribution partly or wholly in kind. Notwithstanding the foregoing, upon the written request of a Participant or his or her Beneficiary, as the case may be, distribution of the Participant's interest in the Northern Trust Stock Fund shall be made in kind in full shares of common stock of Northern Trust Corporation, with any balance representing a fraction of a share being paid in cash. Such distributions shall be made as soon as reasonably practicable after the Valuation Date as of which such benefit is determined, and all distributions with respect to any Valuation Date shall be made on the same date. Common stock of Northern Trust Corporation and other property distributed in kind shall be valued at its fair market value on the Valuation Date as of which the benefit is determined. -36- SECTION 9.6 Direct Rollover of Eligible Rollover Distributions. --------------------------------------------------- (a) This Section 9.6 applies to distributions made on or after January 1, 1993. Notwithstanding any provision of the Thrift Plan to the contrary that would otherwise limit a distributee's election under this Section, a distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. (b) Definitions. (1) Eligible rollover distribution: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). (2) Eligible retirement plan: An eligible retirement plan is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or a qualified trust described in section 401(a) of the Code, that accepts the distributee's rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. (3) Distributee: A distributee includes an employee or former employee. In addition, the employee's or former employee's surviving spouse and the employee's or former employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414 (p) of the Code, are distributees with regard to the interest of the spouse or former spouse. -37- (4) Direct rollover: A direct rollover is a payment by the Thrift Plan to the eligible retirement plan specified by the distributee. SECTION 10. THE COMMITTEE. -------------- 10.1 Powers. The Committee shall have all powers necessary to discharge its duties in administering the Thrift Plan including, but not by way of limitation, the power to interpret or construe the Thrift Plan, to determine all questions of eligibility and the status and rights of Participants, Beneficiaries and other persons, and to discharge disputes arising under the Thrift Plan. The Committee shall have discretionary authority to determine eligibility for benefits and to construe the terms of the Thrift Plan. Notwithstanding the foregoing, no member of the Committee shall participate in any action on any matter involving solely his or her own rights or benefits as a Participant under the Thrift Plan, and any such matters shall be determined by the other members of the Committee. Any action by the Committee shall be subject to appeal to the Employee Benefit Policy Committee of The Northern Trust Company. 10.2 Directions to Trustee. The Committee shall direct the Trustee concerning all payments which shall be made out of the Thrift Trust pursuant to the provisions of the Thrift Plan. Any direction to the Trustee shall be in writing, signed by the Secretary of the Committee or any member thereof. 10.3 Agents. The Committee may retain counsel, employ agents and provide for such clerical, medical, accounting, auditing, and other services as it may require in carrying out the provisions of the Thrift Plan. 10.4 Compensation. Members of the Committee shall not receive compensation for their service in connection with the Thrift Plan, but the Bank shall reimburse them for any necessary expenses incurred in the discharge of their duties. 10.5 Reports. The Committee shall keep on file, in such form as it shall deem convenient and proper, all reports of the Thrift Trust received from the Trustee. The Committee shall give to each Participant a written report of the amount of his or her Deposit Accounts and Bank Contribution Accounts at annual or more frequent intervals. Additional reports may be given to a Participant by telephone. -38- SECTION 11. GENERAL PROVISIONS. ------------------- 11.1 Spendthrift. The interests of Participants and Beneficiaries in the Thrift Plan shall not be subject to the claims of any creditor, any spouse for alimony or support, or others, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered, except that the interests of a Participant may be subject to qualified domestic relations orders and loans from the Thrift Trust to the Participant. 11.2 Facility of Payment. If any benefit pursuant to the provisions of Section 8.1, 8.2 or 8.3 shall be payable to a minor or a person not adjudicated incompetent but who, by reason of illness or mental or physical disability, is, in the opinion of the Committee, unable properly to manage his or her affairs, such benefit may be paid in such of the following ways as the Committee deems best: (a) to the person directly; (b) in the case of a minor, to a custodian under any Uniform Transfers or Gifts to Minors Act for the person; or (c) to the person's attorney-in-fact, spouse, adult child, or blood relative. Any benefit so paid shall be a complete discharge of the liabilities of the Thrift Plan therefor. 11.3 Missing Person. If within three years after any benefit becomes due under the Thrift Plan to a Participant or Beneficiary, the Committee is unable to make payment because the identity or whereabouts of such person cannot be ascertained notwithstanding the mailing of notice to any last known address or addresses, the Committee shall make payment of such benefit as provided in Section 8.2 as though the Participant had died three years after the date such benefit became due. In the event payment cannot be made pursuant to the provisions of Section 8.2 at that time, the Participant's Deposit Accounts and Bank Contribution Accounts shall be closed out and disposed of in the same manner as forfeitures as provided in Section 5.4, but the amount thereof shall be a continuing liability of the Thrift Plan. In the event it shall become possible to make payment of the liability at a later date, the amount of the liability, plus interest (compounded annually, at the rate of 120% of the Federal mid-term rate as in effect each January), shall be paid in accordance -39- with the provisions of the Thrift Plan. The Bank shall simultaneously reimburse the Thrift Plan for the amount of any such payments. 11.4 Interests of Participants. No Participant or Beneficiary or any other person shall have any interest in or right under the Thrift Plan or in any assets or earnings of the Thrift Trust except as and to the extent provided in the Thrift Plan. 11.5 Source of Benefits. The Thrift Trust shall be the sole source of all benefits provided for in the Thrift Plan, and under no circumstances shall the Bank be liable or responsible for the payment of any such benefits. 11.6 No Discrimination. Whenever in the administration of the Thrift Plan action by the Committee is required with respect to eligibility or classification of employees, contributions or benefits, such action shall be uniform in nature as applied to all persons similarly situated, and no such action shall discriminate in favor of Employees who are officers, shareholders or highly compensated employees. 11.7 Exclusive Benefit of Participants. Except as provided in Section 5.4, no part of any deposit by a Participant or of any contribution by the Bank under the provisions of the Thrift Plan or of any part of the Thrift Trust (other than such part as is required to pay taxes and expenses of administration and investment) shall be used for, or diverted to, purposes other than for the exclusive benefit of the Participants or their Beneficiaries. SECTION 12. AMENDMENT AND TERMINATION. -------------------------- 12.1 Amendment. The Bank reserves the right at any time and from time to time to amend the Thrift Plan in whole or in part either retroactively or prospectively by action of the Board of Directors, but no such amendment shall authorize or permit any part of the corpus or income of the Thrift Trust to be used for or diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries, or to deprive any of them of any funds then held for his or her account. 12.2 Termination. It is the intention of the Bank to continue the Thrift Plan and to make contributions thereto, but the Bank reserves the right to terminate the Thrift Plan in whole or in part as of any Valuation Date by action of the Board of Directors and for any reason -40- satisfactory to the Board of Directors. Upon partial or full termination, all affected Participants shall become fully vested, and upon permanent discontinuance of contributions by the Bank, all Participants shall become fully vested. 12.3 Merger, Sale. In the event of any merger or consolidation of the Thrift Plan with, or transfer in whole or in part of the assets and liabilities of the Thrift Trust to another trust fund held under any other plan of deferred compensation maintained or to be established for the benefit of all or some of the Participants, the Thrift Plan shall be so merged or consolidated, or the assets of the Thrift Trust applicable to such Participants shall be so transferred, only if: (a) Each Participant would (if either the Thrift Plan or the other plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he or she would have been entitled to receive immediately before the merger, consolidation or transfer (if the Thrift Plan had then terminated); (b) Resolutions of the Board of Directors or of any new or successor employer of the affected Participants, shall authorize such transfer of assets; and, in the case of the new or successor employer of the affected Participants, its resolutions shall include an assumption of liabilities with respect to such Participants' inclusion in the new employer's plan, and (c) Such other plan and trust are qualified under Section 401(a) and exempt under Section 501(a) of the Internal Revenue Code. In the event a portion of the business of the Bank is sold or discontinued, the Board of Directors in its discretion may direct that all Participants who are employed by the new owner of that portion of the business shall become fully vested. 12.4 Termination of Participation by Adopting Corporation. In the event a corporation which has adopted the Thrift Plan shall by action of its board of directors, elect to terminate its participation therein, the Committee shall cause a valuation of the Trust Fund to be made to ascertain the value of assets of each of the Investment Funds which are attributable to Participants who are Employees of the terminating corporation or their Beneficiaries in the case of deceased Participants. The Committee shall direct the Trustee -41- to segregate assets of each of the Investment Funds which are deemed to be so attributable, together with all loans to such Participants from the Thrift Trust, and to make distribution to the Participants or their Beneficiaries as provided in Section 12.5 as if the Thrift Plan had terminated with respect to the Participants or their Beneficiaries of the terminating corporation. 12.5 Distribution Upon Termination. In the event of the termination of the Thrift Plan, there shall be distributed to each Participant, or to his or her Beneficiary in the case of a deceased Participant, a benefit equal to the sum of the value of the Participant's After-Tax Deposit Account, Before-Tax Deposit Account, Rollover Deposit Account, ESOP Contribution Account, Bank Basic Contribution Account, and Bank Matching Contribution Account in each of the Investment Funds, adjusted as provided in Section 7.2 as of the Valuation Date on which termination occurs. If such benefits shall not exhaust the assets of the Thrift Trust, any remaining assets shall be allocated to the Bank Matching Contribution Accounts of the Participants as though they were additional Bank contributions, and in no event shall any such assets revert to the Bank. SECTION 13. EFFECTIVE DATE. The Thrift Plan as amended and restated herein is effective as of July 1, 1993, except as otherwise provided herein. The Committee may issue in writing uniform and non-discriminatory rules to carry out this amendment to the Thrift Plan (e.g., rules on changing a Participant's investments from the old Funds A, B, C-M, C-I and D to the new Investment Funds now described in Section 6.1). SECTION 14. CONSTRUCTION. The Thrift Plan shall be construed and administered pursuant to the terms of ERISA and the Internal Revenue Code of 1986 and the laws of the State of Illinois, provided that in the case of conflict the provisions of federal law shall control. The headings in the Thrift Plan are for convenience only and shall not be considered in construing the Plan. -42- EX-4.3 4 AMEND TO NORTRUST TIP Board of Directors Exhibit 4.3 Resolution 9/21/93 --------------------------------- ------------------ The Northern Trust Company AMENDMENTS TO THRIFT-INCENTIVE PLAN, EMPLOYEE STOCK OWNERSHIP ------------------------------------------------------------- PLAN AND PENSION PLAN --------------------- RESOLVED, that The Northern Trust Company Thrift-Incentive Plan and Trust, Employee Stock Ownership Plan, and Pension Plan, be amended in the form presented to this meeting, and that a copy of the amendments be filed with the Corporate Secretary. FURTHER RESOLVED, that the Chairman or any Senior Executive Vice President, Executive Vice President, or Senior Vice President of The Northern Trust Company is authorized to execute: (i) any forms which are required to be filed with the Internal Revenue Service to obtain a determination that the Plans meet the requirements of Section 401(a) of the Internal Revenue Code and that the Trusts which are a part thereof are exempt from taxation under Section 501(a) of the Code; and (ii) any amendments to the Plans which may be required by the Internal Revenue Service to meet the requirements of Section 401(a) and to have the Trusts which are a part thereof be exempt from taxation under Section 501(a) of the Code, and any amendments to the Trusts which are required to carry out these amendments to the Plans. CERTIFIED COPY: /s/ Victoria Antoni __________________________ Victoria Antoni, assistant secretary AMENDMENT TO THE NORTHERN TRUST COMPANY THRIFT-INCENTIVE PLAN TRUST September 21, 1993 ------------------ The Board of Directors of The Northern Trust Company hereby amends The Northern Trust Company Thrift-Incentive Plan Trust as follows: 1. Investment Funds. By amending Section 4.2 to read in its entirety as follows: 4.2 The Trust Fund shall consist of loans to Participants and the following six Investment Funds: Short Term Fund: This Fund invests primarily in debt instruments with short maturity dates (e.g., money market instruments). This Fund shall be invested with the objective of minimizing fluctuations in the market value of the Fund, while obtaining maximum income consistent with that objective. Benchmark Funds - Bond Portfolio: This Fund invests primarily in debt instruments with longer maturity dates (e.g. bonds). Benchmark Funds - Balanced Portfolio: This Fund invests in stocks, bonds and money market instruments. The mix of these investments is continually monitored and adjusted. Benchmark Funds - Equity Index Portfolio: This Fund invests primarily in common stocks. The Fund seeks to achieve investment performance results paralleling the results of the Standard & Poors 500 Stock Index. The Fund's investments are not actively managed. Benchmark Funds - Focused Growth Portfolio: This Fund invests primarily in stocks of companies with high growth potential. Northern Trust Stock Fund: This Fund shall be invested primarily in shares of common stock of Northern Trust Corporation. The Benchmark Fund is a registered investment company. The Northern Trust Company is the investment adviser, transfer agent and custodian for each portfolio of the Fund, and it receives from each portfolio a fee for its services. The Trustee shall allocate contributions, deposits and payments on Participant loans among the Investment Funds in the proportions specified by the Committee. 2. CHANGE OF FUND NAME. By deleting the term "Fund D" throughout the Thrift Trust declaration and substituting for it the term "Northern Trust Stock Fund." * * * This amendment is made on September 21, 1993 and is effective as of July 1, 1993. EX-4.4 5 ENROLLMENT AUTHORIZATION EXHIBIT 4.4 The Northern Trust Company Thrift-Incentive Plan (TIP) ENROLLMENT FORM - --------------------------- --------------- PRINT Name: __________________________________________________________________________ Last First Initial Social Security #: _____________________Extension: _________Bldg/Floor: ________ Signature: ___________________________________________Date: ____________________ I understand that in the future, I can access my account information and request plan activity through Benefits Express. I will be assigned a PIN which, in conjunction with my social security number, will serve as authorization to execute transactions on my behalf, the same as if I had filled out and signed a form. ================================================================================ INSTRUCTIONS: Submit both copies of the completed form to the TIP Administration, M8. A receipted copy will be returned to you. A. AUTHORIZATION FOR TIP EMPLOYEE CONTRIBUTIONS INSTRUCTIONS: Enter in whole numbers the percentage of your salary you wish to have withheld each payday. The total of Line 1 and 2 may not exceed 12%. A blank line will be entered as zero. (A minimum contribution of 4% is necessary to obtain the full Bank contingent match of 5%). 1. _______________% as before-tax contributions. 2. _______________% as after-tax contributions. ================================================================================ B. INVESTMENT OF EMPLOYEE CONTRIBUTIONS AND BANK CONTRIBUTION INSTRUCTIONS: Indicate in whole percentages how you want your Employee and Company Contributions invested. If you do not complete either the Employee or Company portion, the contributions will default to the Short Term Fund. Employee Contributions Company Contributions __________% Short Term Fund __________% __________% Benchmark Bond Portfolio __________% __________% Benchmark Balance Portfolio __________% __________% Benchmark Equity Index Portfolio __________% __________% Benchmark Focused Growth Portfolio __________% N/A % Northern Trust Common Stock __________% __________ 100 % Total (must equal 100%) 100 % __________ __________ ================================================================================ Forms are due at 5:00 p.m. (close of business) each March 15, June 15, September 15, and December 15 to TIP ADMINISTRATOR, M8. 1 EX-4.5 6 BENEFICIARY DESIGNATION EXHIBIT 4.5 THE NORTHERN TRUST COMPANY THRIFT INCENTIVE PLAN (TIP) AND EMPLOYEE STOCK OWNERSHIP PLAN (ESOP) BENEFICIARY DESIGNATION ------------------------------------ -------------------------------------- Participant's Name (Please Print) Social Security Number Marital Status: (Circle One) Single Married Widowed Divorced To designate the same beneficiary for both the TIP and ESOP, complete Section I. To designate different beneficiaries for TIP & ESOP, complete Section II. (Pursuant to Federal law, if married, the sole primary beneficiary must be your spouse unless waived in Section III below.) I. I HEREBY DESIGNATE THE FOLLOWING BENEFICIARY FOR THE TIP AND ESOP: (PLEASE SIGN AND DATE BELOW) Primary Beneficiary's Name: _______________________________________________ Address: __________________________________ Relationship: _________________ If Primary Beneficiary is deceased, pay to: _______________________________ Address: __________________________________ Relationship: _________________ ================================================================================ II. I HEREBY DESIGNATE THE FOLLOWING BENEFICIARIES: (PLEASE SIGN AND DATE BELOW) THRIFT INCENTIVE PLAN Primary Beneficiary's Name: _______________________________________________ Address: __________________________________ Relationship: _________________ If Primary Beneficiary is deceased, pay to: _______________________________ Address: __________________________________ Relationship: _________________ ================================================================================ EMPLOYEE STOCK OWNERSHIP PLAN Primary Beneficiary's Name: _______________________________________________ Address: __________________________________ Relationship: _________________ If Primary Beneficiary is deceased, pay to: _______________________________ Address: __________________________________ Relationship: _________________ PARTICIPANT'S SIGNATURE: __________________ DATE: _________________________ ================================================================================ III. SPOUSE'S WAIVER: I hereby waive my right to a survivor benefit from The Northern Trust Thrift Incentive and Employee Stock Ownership Plans and agree to the above designation. I understand that I may revoke this waiver at any time during the lifetime of the participant (my spouse) named above by a written letter delivered to the TIP/ESOP Administrator. Furthermore, if the participant changes the beneficiary designated above, this waiver is revoked. Spouse's Signature: _______________________ Date: ________________________ Notary:____________________________________ Date: ________________________ RETURN TO TIP/ESOP, M-8 1 EX-4.6 7 TIP CONTRIBUTION CHNG EXHIBIT 4.6 TIP CONTRIBUTION CHANGE FORM ================================================================================ PRINT: Name ____________________________________________________________________ Last First Initial Social Security #: __________________________ Ext: __________ Location: ________ Signature: _________________________________________ Date: _____________________ Enter in whole percentages, the percentage of your salary you wish to have withheld each payday. The total of Line 1 and 2 may not exceed 12%. A blank line will be entered as zero. To change your investment elections, use the "Special TIP Investment Allocation Form". 1. __________% Before-tax Contributions 2. __________% After-tax Contributions NOTE: Due to IRS limits, if your annual salary is greater than $62,345, your before-tax contribution rate cannot exceed 7%. You can contribute up to an additional 5% on an after-tax basis, for a combined total of 12%. DEADLINE: This form is due by 5:00 p.m. (close of business) on June 15, 1993. Send both copies of the form to, TIP Administrator, M-8. A receipted copy will be returned confirming your request. For TIP information call, (312) 444-7613 or (312) 444-4416. ================================================================================ EX-4.7A1 8 FIN HRDSHP WITHDRAW MED/ EXHIBIT 4.7(a)(i) FINANCIAL HARDSHIP ELIGIBILITY CHECKLIST MEDICAL/DENTAL On August 8, 1988, IRS regulations were issued placing severe restrictions on Financial Hardship Withdrawal of 401(k) (Before-tax contributions) funds. These funds may only be accessed if it is shown all other assets and loans available to an individual are first exhausted. The following checklist will aid you in determining whether or not you are eligible to apply for a Financial Hardship Withdrawal. INSTRUCTIONS: Answer the following questions to determine if you may apply for a Financial Hardship Withdrawal. Yes No 1. Are you eligible for a loan or "regular" withdrawal through TIP that satisfies the Financial Hardship request? Amount $__________. See page two of your most recent TIP statement. 2. Will you receive any reimbursement or compensation from insurance? Amount $__________. Note: If payment is required to obtain medical treatment, you may also be able to receive a withdrawal. 3. Can the Financial Hardship be satisfied by liquidating assets of you, and/or your spouse and children? Amount $__________. 4. Are you able to obtain a loan from commercial sources? Amount $__________. 5. Can the Financial Hardship be satisfied by ceasing contributions to TIP? Amount $___________. If you answered "yes" to any of the questions, you are ineligible for a Financial Hardship unless the full amount of the Financial Hardship cannot be satisfied by exhausting the funds available through numbers 1-5 above. If these measures are pursued completely and the Financial Hardship is still not satisfied, you will need to complete a TIP Financial Hardship Application and Personal Financial Statement, in addition to supplying accompanying documentation. Questions may be directed to Denise Freedman, ext. 4416, or Debra Rock, ext. 7613. _______________________________________ Name (Signature) _______________________________________ Date 1 THRIFT-INCENTIVE PLAN LOAN DENIAL VERIFICATION Please Print NAME __________________________________________________________________ LAST FIRST INITIAL _______________________ _______________ _______________ SOCIAL SECURITY # LOCATION EXTENSION Under IRS Financial Hardship Withdrawal guidelines, it must be demonstrated that a hardship situation cannot be satisfied through depletion of assets and other sources, including borrowing from a commercial source. In order to consider a request for Financial Hardship, proof of a loan denial from a lending institution must be provided. Please check one of the boxes below I have enclosed a Statement of Credit Denial for $_____________ from _________________________________. (A bank, credit union, finance company, or other financial institution.) I have secured a loan of $______________ to partially meet this Financial Hardship but was unable to borrow the full amount. (You must include a copy of the loan note.) I have not applied for a commercial loan. ______ 1. I will apply for a loan of $____________ with a commercial lender other than The Northern Trust. ______ 2. I authorize the Benefits Division to forward my completed Personal Financial Statement to the Employee Loan Division of The Northern Trust and obtain any credit reports necessary to determine if I am eligible to apply for a loan of $_____________. I realize I must complete additional loan forms for a Northern loan to be initiated. To expedite this request, I authorize Employee Loans to forward any Statement of Credit Denial Directly to the TIP Administrator, M-8. I understand that failure to provide a statement of Credit Denial will be reason for denial of TIP Financial Hardship funds. ______________________________________ _________________________________ SIGNATURE DATE 2 Co. #: _______________ PRINT NAME: ______________________________________ SOC. SEC. #: _____________________________________ UNINSURED MEDICAL/DENTAL EXPENSES FOR CHILDREN, SPOUSE, OR SELF As defined by: - Noncosmetic medical and dental expenses not covered by any insurance plan. - Expenses that must be paid to obtain medical or dental treatment. 1) REQUIRED DOCUMENTATION: - "Explanation of Benefits" statement from insurance carrier(s) indicating breakdown of charges. - Proof that payment must be made in advance, to obtain treatment. In the event you do not have medical and/or dental insurance, bills from the doctor or dentist will be accepted as documentation. We reserve the right to contact the physician and/or dentist to verify services performed. 2) REQUIREMENT TO EXHAUST ALL OTHER FINANCIAL SOURCES BEFORE WITHDRAWING FINANCIAL HARDSHIP MONEY FROM THE TIP PLAN: Under IRS regulations you may only apply for a "financial hardship withdrawal" after you have completely exhausted all resources listed below. I DO have TIP loan balances available to me and plan to borrow $__________ this quarter to partially meet my financial hardship. (Attached is my completed TIP loan application.) I DO NOT have TIP loan balances available to meet this financial hardship. (Attached is page 2 of my previous quarter's TIP statement.) 3) REIMBURSEMENT FROM INSURANCE, LITIGATION, OR OTHER SOURCES: I WILL be reimbursed from insurance, litigation, or other sources in the amount of $___________. I WILL NOT be reimbursed from insurance, litigation, or other sources. 4) AMOUNT OF HARDSHIP WITHDRAWAL: I DO NOT want the entire amount available to me; I only want $____________. I DO WANT 100% of the amount available to me. Approximate amount available is $_____________. Please increase my financial hardship need to cover possible government imposed taxes and penalties on pre-tax dollars by ______% (10%, 20%, 30%). 3 TAX CONSIDERATIONS NAME: ________________________________ SOC. SEC. #: ___________________________ The taxable portion of your withdrawal is subject to an automatic 20% Federal income tax withholding on any amount that is not directly rolled over to an IRA or another Employer's Plan. The non-taxable part of your withdrawal is not subject to tax withholding and cannot be transferred to an IRA or Employer's Plan. If you do not make a tax election, the 20% withholding will automatically apply. Please see the (Special Tax Notice, In-Service Withdrawals) attached to this form for a more detailed explanation. NOTE: To qualify for a Swing Loan from Employee Banking, the distribution must be payable to you and tax withholding will apply. Distribute my entire taxable withdrawal amount in a check payable to me. I understand that 20% of the taxable portion of the distribution will be withheld in Federal taxes. Rollover 100% of my taxable distribution to the IRA account/Employer Plan below. I will withdraw the fund from this account/plan to meet the financial hardship need indicated in this application. Rollover $____________ of my taxable distribution and make the balance payable to me. I understand that I must withdraw the funds from the account/plan to meet the financial hardship need indicated in this application and that 20% of the taxable balance paid to me will be withheld in taxes. Direct Rollover My Funds to: - --------------------------- Financial Institution/Employer Plan: ___________________________________________ Address: _______________________________________________________________________ Account Number: ________________________________________________ Your check will be made payable to this IRA account/Employer Plan and mailed to you for deposit. STATEMENT OF TRUTH AND ACCURACY I have made every attempt to provide complete and accurate information on this application. I understand that any intentional misrepresentation of facts or circumstances relating to this Financial Hardship Withdrawal Application or the intentional withholding of relevant information is a major violation of Bank policy and will result in disciplinary action and could lead to termination of employment. __________________________________ ____________________________________ PRINT NAME SIGN NAME ____________________________________ DATE 4 PERSONAL FINANCIAL STATEMENT THE NORTHERN TRUST COMPANY 50 SOUTH LASALLE STREET, CHICAGO, IL 60675 (312) 630-6000 Date_______________________________ APPLICANT Name_____________________ Soc. Sec. #________________ Date of Birth___________ Residence: Street______________ City___________ State___ Zip_____ Years There___ Position or Occupation__________________________________________________________ Employer________________________________________________________ Years There____ Street_________________________ City____________________ State_____ Zip_______ Telephone: Business (area code)______________ Residence (area code)_____________ Date of Will_________________ Executor___________________ No. of Dependents_____ CO-APPLICANT Name______________________ Soc. Sec. #__________________ Date of Birth__________ Residence: Street______________ City__________ State___ Zip______ Years There___ Position or Occupation__________________________________________________________ Employer_______________________________________________________ Years There_____ Street___________________________ City____________________ State____ Zip________ Telephone: Business (area code)______________ Residence (area code)_____________ Date of Will_______________ Executor______________________ No. of Dependents____ (Do not complete if this is an application for individual unsecured credit.) MARITAL APPLICANT Married Separated Unmarried (Including Single, Divorced STATUS or Widowed) CO-APPLICANT Married Separated Unmarried (Including Single, Divorced or Widowed) To: The Northern Trust Company For the purpose of procuring and maintaining credit with you, (I)(we) submit this Personal Financial Statement as a true and complete statement of (my) (our) personal financial condition, and details relating thereto as of the _________ day of __________________________, 19 _____ (I)(We) agree, if any material change occurs, to immediately notify you, and unless you are so notified, you may continue to rely upon this statement. You are authorized to share any information in this application with any other institution which is your parent, subsidiary or affiliate. (I)(We) authorize you to make whatever credit inquiries you may deem necessary in connection with this credit application. Date _____________________ Applicant _________________________________________ Co-Applicant ______________________________________ 5 CHECKING AND SAVINGS ACCOUNT BALANCES SCHEDULE A: CASH AND SHORT TERM INVESTMENTS
Other Short-Term Names of Institutions Savings Accounts Checking Accounts Investments Total $ $ $ $ Please enter total $______
SCHEDULE E: REAL ESTATE OWNED - PERSONAL USE
Description of Property Title in Date Amt. Mortgage Market Mortgage Holder Name of Purchased Cost Owed Maturity Value $ $ $ $ Please enter totals $______ $_____
INCOME STATEMENT
PREVIOUS YEAR EXPECTED CURRENT YEAR ANNUAL INCOME APPLICANT CO-APPLICANT APPLICANT CO-APPLICANT Salary $ $ $ $ Bonus and Commissions Interest Dividends (i.e. ESOP dividends) Real Estate Trust Income Pension/Annuity Income Other Income* *Alimony, Separate Maintenance, Child Support May, But Need Not Be, Included Totals $ $ $ $
PREVIOUS YEAR EXPECTED CURRENT YEAR FIXED AND VARIABLE EXPENSES APPLICANT CO-APPLICANT APPLICANT CO-APPLICANT Home Mortgage Expense $ $ $ $ (Principal and Interest) Loan Payments (Excluding Home Mortgage i.e. School or Car Property Taxes Income Taxes (Federal, State, Local) Other Taxes Insurance Expenses i.e. auto, home, apartment Alimony, Child Support/Maintenance General Living Expenses i.e. rent, food, phone, elec Other Expenses i.e. daycare, transportation Totals $ $ $ $
Is any income listed in this section likely to be reduced before the credit requested is repaid? Yes No If yes, give details: 6 SPECIAL TAX NOTICE IN-SERVICE WITHDRAWALS FROM TIP This notice contains important information you will need before you decide how to receive your payment from the Thrift Incentive Plan. (TIP) SUMMARY A payment from TIP that is eligible for "rollover" can be taken in two ways. You can have all or any portion of your payment either 1) PAID IN A "DIRECT ROLLOVER" 2) PAID TO YOU A rollover is a payment of your TIP benefits to your individual retirement arrangement (IRA) or to another employer's plan. This choice will affect the tax you owe. If you choose a DIRECT ROLLOVER: Your payment will not be taxed in the current year and no income tax will be withheld. Your payment will be made directly to your IRA or other employer's plan. Your payment will be taxed later when you take it out of the IRA or other employer's plan. If you choose to have your TIP Benefits PAID TO YOU: You will receive only 80% of the payment, because The Northern Trust is required to withhold 20% of the payment and send it to the IRS as income tax withholding to be credited against your taxes. Your payment will be taxed in the current year unless you roll it over. You may be able to use special tax rules that could reduce the tax you owe. (see pg. 4) However, if you receive the payment before age 59 1/2, you also may have to pay an additional 10% tax. You can roll over the payment to your IRA or another employer's plan within 60 days of receiving the payment. The amount rolled over will not be taxed until you take it out of the IRA or employer's plan. If you want to roll over 100% of the payment to an IRA or another employer's plan, you must find other money to replace the 20% that was withheld. If you roll over only the 80% that you received, you will be taxed on the 20% that was withheld and that is not rolled over. NOTE: Although taxable funds that come out of TIP as an in-service withdrawal are eligible for rollover, the funds will not be accepted for rollover back into TIP. MORE INFORMATION
Page I. PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER 1 II. DIRECT ROLLOVER 2 III. PAYMENT PAID TO YOU 2 IV. SURVIVING SPOUSES, ALTERNATE PAYEES, AND OTHER BENEFICIARIES 3
PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER Payments from TIP may be "eligible rollover distributions." This means that they can be rolled over to an IRA or another employer's plan. In general, any payment from TIP (including an in-service withdrawal) is considered an eligible rollover distribution, EXCEPT for the following types of payments which CANNOT be rolled over: NON-TAXABLE PAYMENTS In general, only the "taxable portion" of your payment is an eligible rollover distribution. If you have made "after-tax" employee contributions to TIP, these contributions will be non-taxable when they are paid to you, and they cannot be rolled over. 7 REQUIRED MINIMUM PAYMENTS Beginning in the year you reach age 70 1/2, you are required to take an annual distribution from TIP. These required minimum distributions cannot be rolled over. DIRECT ROLLOVER You can choose a direct rollover of all or any portion of your payment that is an "eligible rollover distribution," as described above. In a direct rollover, the eligible rollover distribution is made payable directly from TIP to an IRA or another employer's plan. If you choose a direct rollover, you are not taxed on a payment until you later take it out of the IRA or employer's plan. DIRECT ROLLOVER TO AN IRA You can open an IRA to receive the direct rollover. (The term "IRA" as used in this notice includes individual retirement accounts and individual retirement annuities.) If you choose to have your payment made directly to an IRA, contact an IRA sponsor (usually a financial institution) to obtain an account number. Supply the name of the institution and the account number on your withdrawal form. The check will then be made payable to the IRA and sent to you for delivery to the IRA institution. DIRECT ROLLOVER TO ANOTHER EMPLOYER'S PLAN If you are employed by a new employer that has a plan, and you want a direct rollover to that plan, ask the administrator of that plan whether it will accept your rollover. If the plan will accept your rollover, supply the name of the plan and the company name on your distribution or withdrawal form. An employer plan is not legally required to accept a rollover. If your new employer's plan does not accept a rollover, you can choose a direct rollover to an IRA. PLEASE NOTE: Although taxable funds that come out of TIP as an in-service withdrawal are eligible for rollover, the funds will not be accepted for rollover back into TIP. PAYMENT MADE PAYABLE TO YOU If you have the payment made to you, it is subject to 20% income tax withholding. The payment is taxed in the year you receive it unless, within 60 days, you roll it over to an IRA or another plan that accepts rollovers. If you do not roll it over, special tax rules may apply. MANDATORY TAX WITHHOLDING If any portion of the payment to you is an eligible rollover distribution, TIP is required by law to withhold 20% of that amount. This amount is sent to the IRS as income tax withholding. For example, if your eligible rollover distribution is $10,000, only $8,000 will be paid to you because TIP must withhold $2,000 as income tax. However, when you prepare your income tax return for the year, you will report the full $10,000 as a payment from TIP. You will report the $2,000 as tax withheld, and it will be credited against any income tax you owe for the year. SIXTY-DAY ROLLOVER OPTION If you have an eligible rollover distribution paid to you, you can still decide to roll over all or part of it to an IRA or another employer's plan. If you decide to roll over, you must make the rollover within 60 days after you receive the payment. The portion of your payment that is rolled over will not be taxed until you take it out of the IRA or employer's plan. You can roll over up to 100% of the eligible rollover distribution, including an amount equal to the 20% that was withheld. If you choose to roll over 100%, you must find other money within the 60-day period to contribute to the IRA or employer's plan to replace the 20% that was withheld. On the other hand, if you roll over only the 80% that you received, you will be taxed on the 20% that was withheld. 8 EXAMPLE: Your eligible rollover distribution is $ 10,000, and you choose to have it paid to you. You will receive $8,000, and $2,000 will be sent to the IRS as income tax withholding. Within 60 days after receiving the $8,000, you may roll over the entire $10,000 to an IRA or employer's plan. To do this, you roll over the $8,000 you received from TIP, and you will have to find $2,000 from other sources (your savings, a loan, etc.). In this case, the entire $10,000 is not taxed until you take it out of the IRA or employer's plan. If you roll over the entire $10,000, when you file your income tax return, you may get a refund of the $2,000 withheld. If, on the other hand, you roll over only $8,000, the $2,000 you did not roll over is taxed in the year it was withheld. When you file your income tax return you may get a refund of part of the $2,000 withheld. (However, any refund is likely to be larger if you roll over the entire $10,000.) ADDITIONAL 10% TAX IF YOU ARE UNDER AGE 59 1/2 If you receive a payment before you reach age 59 1/2 and you do not roll it over, then, in addition to the regular income tax, you may have to pay an extra tax equal to 10% of the taxable portion of the payment. The additional 10% tax does not apply to your in-service withdrawal if it is (see IRS Form 5329 for more information on the additional 10%): Used to pay certain medical expenses Paid to you under a Qualified Domestic Relations Order SPECIAL TAX TREATMENT If your eligible rollover distribution is not rolled over, it will be taxed in the year you receive it. However, if it qualifies as a "lump sum distribution", it may be eligible for special tax treatment. A lump sum distribution is a payment, within one year, of your entire balance under TIP, ESOP and the Pension Plan that is payable to you because you have reached age 59 1/2 or separated from service with your employer. For a payment to qualify as a lump sum distribution, you must have been a participant in the plan for at least 5 years. The special tax treatment for lump sum distributions is described below. FIVE-YEAR AVERAGING If you receive a lump sum distribution after you are age 59 1/2, you may be able to make a one-time election to figure the tax on the payment by using "5- year averaging." Five-year averaging often reduces the tax you owe because it treats the payment as if it were paid over 5 years. TEN-YEAR AVERAGING IF YOU WERE BORN BEFORE JANUARY 1, 1936 If you receive a lump sum distribution and you were born before January 1, 1936, you can make a one-time election to figure the tax on the payment by using "10-year averaging" (using 1986 tax rates). Like the 5-year averaging rules, 10-year averaging often reduces the tax you owe. CAPITAL GAINS TREATMENT IF YOU WERE BORN BEFORE JANUARY 1, 1936 In addition, if you receive a lump sum distribution and you were born before January 1, 1936, you may elect to have the part of your payment that is attributable to your pre-1974 participation in the retirement plans (if any) taxed as long-term capital gain at a rate of 20%. There are other limits on the special tax treatment for lump sum distributions. For example, you can generally elect this special tax treatment only once in your lifetime, and the election applies to all lump sum distributions you receive in that same year. If you have previously rolled over a payment from the Plan, you cannot use this special tax treatment for later payments from TIP. If you roll over your payment to an IRA. you will not be able to use this special tax treatment for later payments from the IRA. Also, if you roll over only a portion of your payment to an IRA, this special tax treatment is not available for the rest of the payment. Additional restrictions are described in IRS Form 4972, which has more information on lump sum distributions and how you elect the special tax treatment. 9 PAYMENTS UNDER A "QUALIFIED DOMESTIC RELATIONS ORDER" In general the rules summarized above that apply to payments to employees also apply to payments to alternate payees under a "Qualified Domestic Relations Order" (QDOR) in connections with a divorce or legal separation. If you are an alternate payee, you may choose to have an eligible rollover distribution paid in a direct rollover to an IRA or paid to you. Your payment is not subject to the additional 10% tax described above, even if you are younger than age 59 1/2 and you may be able to use the special tax treatment for lump sum distributions and distributions in employer stock also described above. HOW TO OBTAIN ADDITIONAL INFORMATION This notice summarizes only the federal (not state or local) tax rules that might apply to your payment. The rules described above are complex and contain many conditions and exceptions that are not included in this notice. Therefore, you may want to consult with a professional tax advisor before you take payment of your benefits from TIP. Also, you can find more specific information on the tax treatment of payments from qualified retirement plans in IRS Publication 575, PENSION AND ANNUITY INCOME, and IRS Publication 590, INDIVIDUAL RETIREMENT ARRANGEMENTS. These publications are available from your local IRS office or by calling 1-800-TAX-FORMS. 10 EX-4.7A2 9 EVICTION/FORECLOSURE EXHIBIT 4.7(a)(ii) FINANCIAL HARDSHIP ELIGIBILITY CHECKLIST EVICTION/FORECLOSURE On August 8, 1988, IRS regulations were issued placing severe restrictions on Financial Hardship Withdrawal of 401(k) (Before-tax contributions) funds. These funds may only be accessed if it is shown all other assets and loans available to an individual are first exhausted. The following checklist will aid you in determining whether or not you are eligible to apply for a Financial Hardship Withdrawal. INSTRUCTIONS: Answer the following questions to determine if you may apply for a Financial Hardship Withdrawal. Yes No 1. Are you eligible for a loan or "regular" withdrawal through TIP that satisfies the Financial Hardship request? Amount $__________. See page two of your most recent TIP statement. 2. Will you receive any reimbursement or compensation from insurance? Amount $__________. Note: If payment is required to obtain medical treatment, you may also be able to receive a withdrawal. 3. Can the Financial Hardship be satisfied by liquidating assets of you, and/or your spouse and children? Amount $__________. 4. Are you able to obtain a loan from commercial sources? Amount $__________. 5. Can the Financial Hardship be satisfied by ceasing contributions to TIP? Amount $___________. If you answered "yes" to any of the questions, you are ineligible for a Financial Hardship unless the full amount of the Financial Hardship cannot be satisfied by exhausting the funds available through numbers 1-5 above. If these measures are pursued completely and the Financial Hardship is still not satisfied, you will need to complete a TIP Financial Hardship Application and Personal Financial Statement, in addition to supplying accompanying documentation. Questions may be directed to Denise Freedman, ext. 4416, or Debra Rock, ext. 7613. _______________________________________ Name (Signature) _______________________________________ Date THRIFT-INCENTIVE PLAN LOAN DENIAL VERIFICATION Please Print NAME __________________________________________________________________ LAST FIRST INITIAL _________________________ __________________ ________________ SOCIAL SECURITY # LOCATION EXTENSION Under IRS Financial Hardship Withdrawal guidelines, it must be demonstrated that a hardship situation cannot be satisfied through depletion of assets and other sources, including borrowing from a commercial source. In order to consider a request for Financial Hardship, proof of a loan denial from a lending institution must be provided. Please check one of the boxes below I have enclosed a Statement of Credit Denial for $_____________ from _________________________________. (A bank, credit union, finance company, or other financial institution.) I have secured a loan of $______________ to partially meet this Financial Hardship but was unable to borrow the full amount. (You must include a copy of the loan note.) I have not applied for a commercial loan. ______ 1. I will apply for a loan of $____________ with a commercial lender other than The Northern Trust. ______ 2. I authorize the Benefits Division to forward my completed Personal Financial Statement to the Employee Loan Division of The Northern Trust and obtain any credit reports necessary to determine if I am eligible to apply for a loan of $_____________. I realize I must complete additional loan forms for a Northern loan to be initiated. To expedite this request, I authorize Employee Loans to forward any Statement of Credit Denial Directly to the TIP Administrator, M-8. I understand that failure to provide a statement of Credit Denial will be reason for denial of TIP Financial Hardship funds. ____________________________________ _______________________________ SIGNATURE DATE 2 Co. #: _______________ PRINT NAME: ______________________________________ SOC. SEC. #: _____________________________________ PREVENTION OF APARTMENT EVICTION OR MORTGAGE FORECLOSURE As defined by: - Rent or mortgage payment on a primary residence 1) REQUIRED DOCUMENTATION: - Letter of eviction reflecting amount and number of months that the rent is past due - Notice of foreclosure from mortgage company reflecting amount and number of months mortgage is past due. 2) REQUIREMENT TO EXHAUST ALL OTHER FINANCIAL SOURCES BEFORE WITHDRAWING FINANCIAL HARDSHIP MONEY FROM THE TIP PLAN: Under IRS regulations you may only apply for a "financial hardship withdrawal" after you have completely exhausted all resources listed below. I DO have TIP loan balances available to me and plan to borrow $__________ this quarter to partially meet my financial hardship. (Attached is my completed TIP loan application.) I DO NOT have TIP loan balances available to meet this financial hardship. (Attached is page 2 of my previous quarter's TIP statement.) 3) REIMBURSEMENT FROM INSURANCE, LITIGATION, OR OTHER SOURCES: I WILL be reimbursed from insurance, litigation, or other sources in the amount of $___________. I WILL NOT be reimbursed from insurance, litigation, or other sources. 4) AMOUNT OF HARDSHIP WITHDRAWAL: I DO NOT want the entire amount available to me; I only want $____________. I DO WANT 100% of the amount available to me. Approximate amount available is $_____________. Please increase my financial hardship need to cover possible government imposed taxes and penalties on pre-tax dollars by ______% (10%, 20%, 30%). 3 TAX CONSIDERATIONS NAME: __________________________________ SOC. SEC. #: _________________________ The taxable portion of your withdrawal is subject to an automatic 20% Federal income tax withholding on any amount that is not directly rolled over to an IRA or another Employer's Plan. The non-taxable part of your withdrawal is not subject to tax withholding and cannot be transferred to an IRA or Employer's Plan. If you do not make a tax election, the 20% withholding will automatically apply. Please see the (Special Tax Notice, In-Service Withdrawals) attached to this form for a more detailed explanation. NOTE: To qualify for a Swing Loan from Employee Banking, the distribution must be payable to you and tax withholding will apply. Distribute my entire taxable withdrawal amount in a check payable to me. I understand that 20% of the taxable portion of the distribution will be withheld in Federal taxes. Rollover 100% of my taxable distribution to the IRA account/Employer Plan below. I will withdraw the fund from this account/plan to meet the financial hardship need indicated in this application. Rollover $____________ of my taxable distribution and make the balance payable to me. I understand that I must withdraw the funds from the account/plan to meet the financial hardship need indicated in this application and that 20% of the taxable balance paid to me will be withheld in taxes. Direct Rollover My Funds to: Financial Institution/Employer Plan: ___________________________________________ Address: _______________________________________________________________________ Account Number: ________________________________________________ Your check will be made payable to this IRA account/Employer Plan and mailed to you for deposit. STATEMENT OF TRUTH AND ACCURACY I have made every attempt to provide complete and accurate information on this application. I understand that any intentional misrepresentation of facts or circumstances relating to this Financial Hardship Withdrawal Application or the intentional withholding of relevant information is a major violation of Bank policy and will result in disciplinary action and could lead to termination of employment. ____________________________________ ______________________________________ PRINT NAME SIGN NAME ______________________________________ DATE 4 PERSONAL FINANCIAL STATEMENT THE NORTHERN TRUST COMPANY 50 SOUTH LASALLE STREET, CHICAGO, IL 60675 (312) 630-6000 Date_______________________________ APPLICANT Name_____________________ Soc. Sec. #________________ Date of Birth___________ Residence: Street______________ City___________ State___ Zip_____ Years There___ Position or Occupation__________________________________________________________ Employer________________________________________________________ Years There____ Street_________________________ City____________________ State_____ Zip_______ Telephone: Business (area code)______________ Residence (area code)_____________ Date of Will_________________ Executor___________________ No. of Dependents_____ CO-APPLICANT Name______________________ Soc. Sec. #__________________ Date of Birth__________ Residence: Street______________ City__________ State___ Zip______ Years There___ Position or Occupation__________________________________________________________ Employer_______________________________________________________ Years There_____ Street___________________________ City____________________ State____ Zip________ Telephone: Business (area code)______________ Residence (area code)_____________ Date of Will_______________ Executor______________________ No. of Dependents____ (Do not complete if this is an application for individual unsecured credit.) MARITAL APPLICANT Married Separate Unmarried (Including Single, Divorced STATUS or Widowed) CO-APPLICANT Married Separated Unmarried (Including Single, Divorced or Widowed) To: The Northern Trust Company For the purpose of procuring and maintaining credit with you, (I)(we) submit this Personal Financial Statement as a true and complete statement of (my) (our) personal financial condition, and details relating thereto as of the _________ day of __________________________, 19 _____ (I)(We) agree, if any material change occurs, to immediately notify you, and unless you are so notified, you may continue to rely upon this statement. You are authorized to share any information in this application with any other institution which is your parent, subsidiary or affiliate. (I)(We) authorize you to make whatever credit inquiries you may deem necessary in connection with this credit application. Date _____________________ Applicant _________________________________________ Co-Applicant ______________________________________ 5 CHECKING AND SAVINGS ACCOUNT BALANCES SCHEDULE A: CASH AND SHORT TERM INVESTMENTS
Other Short-Term Names of Institutions Savings Accounts Checking Accounts Investments Total $ $ $ $ Please enter total $______
SCHEDULE E: REAL ESTATE OWNED - PERSONAL USE
Description of Property Title in Date Amt. Mortgage Market Mortgage Holder Name of Purchased Cost Owed Maturity Value $ $ $ $ Please enter totals $______ $_____
INCOME STATEMENT
PREVIOUS YEAR EXPECTED CURRENT YEAR ANNUAL INCOME APPLICANT CO-APPLICANT APPLICANT CO-APPLICANT Salary $ $ $ $ Bonus and Commissions Interest Dividends (i.e. ESOP dividends) Real Estate Trust Income Pension/Annuity Income Other Income* *Alimony, Separate Maintenance, Child Support May, But Need Not Be, Included Totals $ $ $ $
PREVIOUS YEAR EXPECTED CURRENT YEAR FIXED AND VARIABLE EXPENSES APPLICANT CO-APPLICANT APPLICANT CO-APPLICANT Home Mortgage Expense $ $ $ $ (Principal and Interest) Loan Payments (Excluding Home Mortgage i.e. School or Car Property Taxes Income Taxes (Federal, State, Local) Other Taxes Insurance Expenses i.e. auto, home, apartment Alimony, Child Support/Maintenance General Living Expenses i.e. rent, food, phone, elec Other Expenses i.e. daycare, transportation Totals $ $ $ $
Is any income listed in this section likely to be reduced before the credit requested is repaid? Yes No If yes, give details: 6 SPECIAL TAX NOTICE IN-SERVICE WITHDRAWALS FROM TIP This notice contains important information you will need before you decide how to receive your payment from the Thrift Incentive Plan. (TIP) SUMMARY A payment from TIP that is eligible for "rollover" can be taken in two ways. You can have all or any portion of your payment either 1) PAID IN A "DIRECT ROLLOVER" 2) PAID TO YOU A rollover is a payment of your TIP benefits to your individual retirement arrangement (IRA) or to another employer's plan. This choice will affect the tax you owe. If you choose a DIRECT ROLLOVER: Your payment will not be taxed in the current year and no income tax will be withheld. Your payment will be made directly to your IRA or other employer's plan. Your payment will be taxed later when you take it out of the IRA or other employer's plan. If you choose to have your TIP Benefits PAID TO YOU: You will receive only 80% of the payment, because The Northern Trust is required to withhold 20% of the payment and send it to the IRS as income tax withholding to be credited against your taxes. Your payment will be taxed in the current year unless you roll it over. You may be able to use special tax rules that could reduce the tax you owe. (see pg. 4) However, if you receive the payment before age 59 1/2, you also may have to pay an additional 10% tax. You can roll over the payment to your IRA or another employer's plan within 60 days of receiving the payment. The amount rolled over will not be taxed until you take it out of the IRA or employer's plan. If you want to roll over 100% of the payment to an IRA or another employer's plan, you must find other money to replace the 20% that was withheld. If you roll over only the 80% that you received, you will be taxed on the 20% that was withheld and that is not rolled over. NOTE: Although taxable funds that come out of TIP as an in-service withdrawal-are eligible for rollover, the funds will not be accepted for rollover back into TIP. MORE INFORMATION
Page I. PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER 1 II. DIRECT ROLLOVER 2 III. PAYMENT PAID TO YOU 2 IV. SURVIVING SPOUSES, ALTERNATE PAYEES, AND OTHER BENEFICIARIES 3
PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER Payments from TIP may be "eligible rollover distributions." This means that they can be rolled over to an IRA or another employer's plan. In general, any payment from TIP (including an in-service withdrawal) is considered an eligible rollover distribution, EXCEPT for the following types of payments which CANNOT be rolled over: NON-TAXABLE PAYMENTS In general, only the "taxable portion" of your payment is an eligible rollover distribution. If you have made "after-tax" employee contributions to TIP, these contributions will be non-taxable when they are paid to you, and they cannot be rolled over. 7 REQUIRED MINIMUM PAYMENTS Beginning in the year you reach age 70 1/2, you are required to take an annual distribution from TIP. These required minimum distributions cannot be rolled over. DIRECT ROLLOVER You can choose a direct rollover of all or any portion of your payment that is an "eligible rollover distribution," as described above. In a direct rollover, the eligible rollover distribution is made payable directly from TIP to an IRA or another employer's plan. If you choose a direct rollover, you are not taxed on a payment until you later take it out of the IRA or employer's plan. DIRECT ROLLOVER TO AN IRA You can open an IRA to receive the direct rollover. (The term "IRA" as used in this notice includes individual retirement accounts and individual retirement annuities.) If you choose to have your payment made directly to an IRA, contact an IRA sponsor (usually a financial institution) to obtain an account number. Supply the name of the institution and the account number on your withdrawal form. The check will then be made payable to the IRA and sent to you for delivery to the IRA institution. DIRECT ROLLOVER TO ANOTHER EMPLOYER'S PLAN If you are employed by a new employer that has a plan, and you want a direct rollover to that plan, ask the administrator of that plan whether it will accept your rollover. If the plan will accept your rollover, supply the name of the plan and the company name on your distribution or withdrawal form. An employer plan is not legally required to accept a rollover. If your new employer's plan does not accept a rollover, you can choose a direct rollover to an IRA. PLEASE NOTE: Although taxable funds that come out of TIP as an in-service withdrawal are eligible for rollover, the funds will not be accepted for rollover back into TIP. PAYMENT MADE PAYABLE TO YOU If you have the payment made to you, it is subject to 20% income tax withholding. The payment is taxed in the year you receive it unless, within 60 days, you roll it over to an IRA or another plan that accepts rollovers. If you do not roll it over, special tax rules may apply. MANDATORY TAX WITHHOLDING If any portion of the payment to you is an eligible rollover distribution, TIP is required by law to withhold 20% of that amount. This amount is sent to the IRS as income tax withholding. For example, if your eligible rollover distribution is $10,000, only $8,000 will be paid to you because TIP must withhold $2,000 as income tax. However, when you prepare your income tax return for the year, you will report the full $10,000 as a payment from TIP. You will report the $2,000 as tax withheld, and it will be credited against any income tax you owe for the year. SIXTY-DAY ROLLOVER OPTION If you have an eligible rollover distribution paid to you, you can still decide to roll over all or part of it to an IRA or another employer's plan. If you decide to roll over, you must make the rollover within 60 days after you receive the payment. The portion of your payment that is rolled over will not be taxed until you take it out of the IRA or employer's plan. You can roll over up to 100% of the eligible rollover distribution, including an amount equal to the 20% that was withheld. If you choose to roll over 100%, you must find other money within the 60-day period to contribute to the IRA or employer's plan to replace the 20% that was withheld. On the other hand, if you roll over only the 80% that you received, you will be taxed on the 20% that was withheld. 8 EXAMPLE: Your eligible rollover distribution is $10,000, and you choose to have it paid to you. You will receive $8,000, and $2,000 will be sent to the IRS as income tax withholding. Within 60 days after receiving the $8,000, you may roll over the entire $10,000 to an IRA or employer's plan. To do this, you roll over the $8,000 you received from TIP, and you will have to find $2,000 from other sources (your savings, a loan, etc.). In this case, the entire $10,000 is not taxed until you take it out of the IRA or employer's plan. If you roll over the entire $10,000, when you file your income tax return, you may get a refund of the $2,000 withheld. If, on the other hand, you roll over only $8,000, the $2,000 you did not roll over is taxed in the year it was withheld. When you file your income tax return you may get a refund of part of the $2,000 withheld. (However, any refund is likely to be larger if you roll over the entire $10,000.) ADDITIONAL 10% TAX IF YOU ARE UNDER AGE 59 1/2 If you receive a payment before you reach age 59 1/2 and you do not roll it over, then, in addition to the regular income tax, you may have to pay an extra tax equal to 10% of the taxable portion of the payment. The additional 10% tax does not apply to your in-service withdrawal if it is (see IRS Form 5329 for more information on the additional 10%): Used to pay certain medical expenses Paid to you under a Qualified Domestic Relations Order SPECIAL TAX TREATMENT If your eligible rollover distribution is not rolled over, it will be taxed in the year you receive it. However, if it qualifies as a "lump sum distribution", it may be eligible for special tax treatment. A lump sum distribution is a payment, within one year, of your entire balance under TIP, ESOP and the Pension Plan that is payable to you because you have reached age 59 1/2 or separated from service with your employer. For a payment to qualify as a lump sum distribution, you must have been a participant in the plan for at least 5 years. The special tax treatment for lump sum distributions is described below. FIVE-YEAR AVERAGING If you receive a lump sum distribution after you are age 59 1/2, you may be able to make a one-time election to figure the tax on the payment by using "5-year averaging." Five-year averaging often reduces the tax you owe because it treats the payment as if it were paid over 5 years. TEN-YEAR AVERAGING IF YOU WERE BORN BEFORE JANUARY 1, 1936 If you receive a lump sum distribution and you were born before January 1, 1936, you can make a one-time election to figure the tax on the payment by using "10- year averaging" (using 1986 tax rates). Like the 5-year averaging rules, 10- year averaging often reduces the tax you owe. CAPITAL GAINS TREATMENT IF YOU WERE BORN BEFORE JANUARY 1, 1936 In addition, if you receive a lump sum distribution and you were born before January 1, 1936, you may elect to have the part of your payment that is attributable to your pre-1974 participation in the retirement plans (if any) taxed as long-term capital gain at a rate of 20%. There are other limits on the special tax treatment for lump sum distributions. For example, you can generally elect this special tax treatment only once in your lifetime, and the election applies to all lump sum distributions you receive in that same year. If you have previously rolled over a payment from the Plan, you cannot use this special tax treatment for later payments from TIP. If you roll over your payment to an IRA, you will not be able to use this special tax treatment for later payments from the IRA. Also, if you roll over only a portion of your payment to an IRA, this special tax treatment is not available for the rest of the payment. Additional restrictions are described in IRS Form 4972, which has more information on lump sum distributions and how you elect the special tax treatment. 9 PAYMENTS UNDER A "QUALIFIED DOMESTIC RELATIONS ORDER" In general the rules summarized above that apply to payments to employees also apply to payments to alternate payees under a "Qualified Domestic Relations Order" (QDOR) in connections with a divorce or legal separation. If you are an alternate payee, you may choose to have an eligible rollover distribution paid in a direct rollover to an IRA or paid to you. Your payment is not subject to the additional 10% tax described above, even if you are younger than age 59 1/2 and you may be able to use the special tax treatment for lump sum distributions and distributions in employer stock also described above. HOW TO OBTAIN ADDITIONAL INFORMATION This notice summarizes only the federal (not state or local) tax rules that might apply to your payment. The rules described above are complex and contain many conditions and exceptions that are not included in this notice. Therefore, you may want to consult with a professional tax advisor before you take payment of your benefits from TIP. Also, you can find more specific information on the tax treatment of payments from qualified retirement plans in IRS Publication 575, PENSION AND ANNUITY INCOME, and IRS Publication 590, INDIVIDUAL RETIREMENT ARRANGEMENTS. These publications are available from your local IRS office or by calling 1-800-TAX-FORMS. 10 EX-4.7A3 10 PRIMARY RESIDENCE EXHIBIT 4.7(a)(iii) FINANCIAL HARDSHIP ELIGIBILITY CHECKLIST PRIMARY RESIDENCE On August 8, 1988, IRS regulations were issued placing severe restrictions on Financial Hardship Withdrawal of 401(k) (Before-tax contributions) funds. These funds may only be accessed if it is shown all other assets and loans available to an individual are first exhausted. The following checklist will aid you in determining whether or not you are eligible to apply for a Financial Hardship Withdrawal. INSTRUCTIONS: Answer the following questions to determine if you may apply for a Financial Hardship Withdrawal. Yes No 1. Are you eligible for a loan or "regular" withdrawal through TIP that satisfies the Financial Hardship request? Amount $__________. See page two of your most recent TIP statement. 2. Will you receive any reimbursement or compensation from insurance? Amount $__________. Note: If payment is required to obtain medical treatment, you may also be able to receive a withdrawal. 3. Can the Financial Hardship be satisfied by liquidating assets of you, and/or your spouse and children? Amount $__________. 4. Are you able to obtain a loan from commercial sources? Amount $__________. 5. Can the Financial Hardship be satisfied by ceasing contributions to TIP? Amount $___________. If you answered "yes" to any of the questions, you are ineligible for a Financial Hardship unless the full amount of the Financial Hardship cannot be satisfied by exhausting the funds available through numbers 1-5 above. If these measures are pursued completely and the Financial Hardship is still not satisfied, you will need to complete a TIP Financial Hardship Application and Personal Financial Statement, in addition to supplying accompanying documentation. Questions may be directed to Denise Freedman, ext. 4416, or Debra Rock, ext. 7613. _______________________________________ Name (Signature) _______________________________________ Date 1 THRIFT-INCENTIVE PLAN LOAN DENIAL VERIFICATION Please Print NAME __________________________________________________________________ LAST FIRST INITIAL ________________________ ________________ ___________________ SOCIAL SECURITY # LOCATION EXTENSION Under IRS Financial Hardship Withdrawal guidelines, it must be demonstrated that a hardship situation cannot be satisfied through depletion of assets and other sources, including borrowing from a commercial source. In order to consider a request for Financial Hardship, proof of a loan denial from a lending institution must be provided. Please check one of the boxes below I have enclosed a Statement of Credit Denial for $_____________ from _________________________________. (A bank, credit union, finance company, or other financial institution.) I have secured a loan of $______________ to partially meet this Financial Hardship but was unable to borrow the full amount. (You must include a copy of the loan note.) I have not applied for a commercial loan. ______ 1. I will apply for a loan of $____________ with a commercial lender other than The Northern Trust. ______ 2. I authorize the Benefits Division to forward my completed Personal Financial Statement to the Employee Loan Division of The Northern Trust and obtain any credit reports necessary to determine if I am eligible to apply for a loan of $_____________. I realize I must complete additional loan forms for a Northern loan to be initiated. To expedite this request, I authorize Employee Loans to forward any Statement of Credit Denial Directly to the TIP Administrator, M-8. I understand that failure to provide a statement of Credit Denial will be reason for denial of TIP Financial Hardship funds. ______________________________________ __________________________________ SIGNATURE DATE 2 Co. #: _______________ PRINT NAME: ______________________________________ SOC. SEC. #: _____________________________________ PURCHASE OF PRIMARY RESIDENCE As defined by: - Single family dwelling, condominium or cooperative unit in which you reside year round on an ongoing basis and hold ownership. 1) REQUIRED DOCUMENTATION: - Real Estate Contract. Signed and accepted for the construction or purchase of a primary residence. - Good Faith Estimate. If you want to include closing costs as part of your financial hardship need. - "No Loans Letter". If your mortgage lender will not allow you to use loaned funds as part of the down payment, have your lender state that in a short letter. - Expected Proceeds Estimate. If selling an existing home, obtain an expected proceeds estimate. 2) REQUIREMENT TO EXHAUST ALL OTHER FINANCIAL SOURCES BEFORE WITHDRAWING FINANCIAL HARDSHIP MONEY FROM THE TIP PLAN: Under IRS regulations you may only apply for a "financial hardship withdrawal" after you have completely exhausted all resources listed below. I DO have TIP loan balances available to me and plan to borrow $__________ this quarter to partially meet my financial hardship. (Attached is my completed TIP loan application.) I DO NOT have TIP loan balances available to meet this financial hardship. (Attached is page 2 of my previous quarter's TIP statement.) 3) AMOUNT OF HARDSHIP WITHDRAWAL: I DO NOT want the entire amount available to me; I only want $____________. I DO WANT 100% of the amount available to me. Approximate amount available is $_____________. Please increase my financial hardship need to cover possible government imposed taxes and penalties on pre-tax dollars by ______% (10%, 20%, 30%). 3 TAX CONSIDERATIONS NAME: ________________________________ SOC. SEC. #: ___________________________ The taxable portion of your withdrawal is subject to an automatic 20% Federal income tax withholding on any amount that is not directly rolled over to an IRA or another Employer's Plan. The non-taxable part of your withdrawal is not subject to tax withholding and cannot be transferred to an IRA or Employer's Plan. If you do not make a tax election, the 20% withholding will automatically apply. Please see the (Special Tax Notice, In-Service Withdrawals) attached to this form for a more detailed explanation. NOTE: To qualify for a Swing Loan from Employee Banking, the distribution must be payable to you and tax withholding will apply. Distribute my entire taxable withdrawal amount in a check payable to me. I understand that 20% of the taxable portion of the distribution will be withheld in Federal taxes. Rollover 100% of my taxable distribution to the IRA account/Employer Plan below. I will withdraw the fund from this account/plan to meet the financial hardship need indicated in this application. Rollover $____________ of my taxable distribution and make the balance payable to me. I understand that I must withdraw the funds from the account/plan to meet the financial hardship need indicated in this application and that 20% of the taxable balance paid to me will be withheld in taxes. Direct Rollover My Funds to: - --------------------------- Financial Institution/Employer Plan: ___________________________________________ Address: _______________________________________________________________________ Account Number: ________________________________________________ Your check will be made payable to this IRA account/Employer Plan and mailed to you for deposit. STATEMENT OF TRUTH AND ACCURACY I have made every attempt to provide complete and accurate information on this application. I understand that any intentional misrepresentation of facts or circumstances relating to this Financial Hardship Withdrawal Application or the intentional withholding of relevant information is a major violation of Bank policy and will result in disciplinary action and could lead to termination of employment. ________________________________ __________________________________________ PRINT NAME SIGN NAME __________________________________________ DATE 4 PERSONAL FINANCIAL STATEMENT THE NORTHERN TRUST COMPANY 50 SOUTH LASALLE STREET, CHICAGO, IL 60675 (312) 630-6000 Date_______________________________ APPLICANT Name_____________________ Soc. Sec. #________________ Date of Birth___________ Residence: Street______________ City___________ State___ Zip_____ Years There___ Position or Occupation__________________________________________________________ Employer________________________________________________________ Years There____ Street_________________________ City____________________ State_____ Zip_______ Telephone: Business (area code)______________ Residence (area code)_____________ Date of Will_________________ Executor___________________ No. of Dependents_____ CO-APPLICANT Name______________________ Soc. Sec. #__________________ Date of Birth__________ Residence: Street______________ City__________ State___ Zip______ Years There___ Position or Occupation__________________________________________________________ Employer_______________________________________________________ Years There_____ Street___________________________ City____________________ State____ Zip________ Telephone: Business (area code)______________ Residence (area code)_____________ Date of Will_______________ Executor______________________ No. of Dependents____ (Do not complete if this is an application for individual unsecured credit.) MARITAL APPLICANT Married Separate Unmarried (Including Single, Divorced STATUS or Widowed) CO-APPLICANT Married Separated Unmarried (Including Single, Divorced or Widowed) To: The Northern Trust Company For the purpose of procuring and maintaining credit with you, (I)(we) submit this Personal Financial Statement as a true and complete statement of (my) (our) personal financial condition, and details relating thereto as of the _________ day of __________________________, 19 _____ (I)(We) agree, if any material change occurs, to immediately notify you, and unless you are so notified, you may continue to rely upon this statement. You are authorized to share any information in this application with any other institution which is your parent, subsidiary or affiliate. (I)(We) authorize you to make whatever credit inquiries you may deem necessary in connection with this credit application. Date _____________________ Applicant _________________________________________ Co-Applicant ______________________________________ 5 CHECKING AND SAVINGS ACCOUNT BALANCES SCHEDULE A: CASH AND SHORT TERM INVESTMENTS
Other Short-Term Names of Institutions Savings Accounts Checking Accounts Investments Total $ $ $ $ Please enter total $______
SCHEDULE E: REAL ESTATE OWNED - PERSONAL USE
Description of Property Title in Date Amt. Mortgage Market Mortgage Holder Name of Purchased Cost Owed Maturity Value $ $ $ $ Please enter totals $______ $_____
INCOME STATEMENT
PREVIOUS YEAR EXPECTED CURRENT YEAR ANNUAL INCOME APPLICANT CO-APPLICANT APPLICANT CO-APPLICANT Salary $ $ $ $ Bonus and Commissions Interest Dividends (i.e. ESOP dividends) Real Estate Trust Income Pension/Annuity Income Other Income* *Alimony, Separate Maintenance, Child Support May, But Need Not Be, Included Totals $ $ $ $
PREVIOUS YEAR EXPECTED CURRENT YEAR FIXED AND VARIABLE EXPENSES APPLICANT CO-APPLICANT APPLICANT CO-APPLICANT Home Mortgage Expense $ $ $ $ (Principal and Interest) Loan Payments (Excluding Home Mortgage i.e. School or Car Property Taxes Income Taxes (Federal, State, Local) Other Taxes Insurance Expenses i.e. auto, home, apartment Alimony, Child Support/Maintenance General Living Expenses i.e. rent, food, phone, elec Other Expenses i.e. daycare, transportation Totals $ $ $ $
Is any income listed in this section likely to be reduced before the credit requested is repaid? Yes No If yes, give details: 6 SPECIAL TAX NOTICE IN-SERVICE WITHDRAWALS FROM TIP This notice contains important information you will need before you decide how to receive your payment from the Thrift Incentive Plan. (TIP) SUMMARY A payment from TIP that is eligible for "rollover" can be taken in two ways. You can have all or any portion of your payment either 1) PAID IN A "DIRECT ROLLOVER" 2) PAID TO YOU A rollover is a payment of your TIP benefits to your individual retirement arrangement (IRA) or to another employer's plan. This choice will affect the tax you owe. If you choose a DIRECT ROLLOVER: Your payment will not be taxed in the current year and no income tax will be withheld. Your payment will be made directly to your IRA or other employer's plan. Your payment will be taxed later when you take it out of the IRA or other employer's plan. If you choose to have your TIP Benefits PAID TO YOU: You will receive only 80% of the payment, because The Northern Trust is required to withhold 20% of the payment and send it to the IRS as income tax withholding to be credited against your taxes. Your payment will be taxed in the current year unless you roll it over. You may be able to use special tax rules that could reduce the tax you owe. (see pg. 4) However, if you receive the payment before age 59 1/2, you also may have to pay an additional 10% tax. You can roll over the payment to your IRA or another employer's plan within 60 days of receiving the payment. The amount rolled over will not be taxed until you take it out of the IRA or employer's plan. If you want to roll over 100% of the payment to an IRA or another employer's plan, you must find other money to replace the 20% that was withheld. If you roll over only the 80% that you received, you will be taxed on the 20% that was withheld and that is not rolled over. NOTE: Although taxable funds that come out of TIP as an in-service withdrawal are eligible for rollover, the funds will not be accepted for rollover back into TIP. MORE INFORMATION
Page I. PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER 1 II. DIRECT ROLLOVER 2 III. PAYMENT PAID TO YOU 2 IV. SURVIVING SPOUSES, ALTERNATE PAYEES, AND OTHER BENEFICIARIES 3
PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER Payments from TIP may be "eligible rollover distributions." This means that they can be rolled over to an IRA or another employer's plan. In general, any payment from TIP (including an in-service withdrawal) is considered an eligible rollover distribution, EXCEPT for the following types of payments which CANNOT be rolled over: NON-TAXABLE PAYMENTS In general, only the "taxable portion" of your payment is an eligible rollover distribution. If you have made "after-tax" employee contributions to TIP, these contributions will be non-taxable when they are paid to you, and they cannot be rolled over. 7 REQUIRED MINIMUM PAYMENTS Beginning in the year you reach age 70 1/2, you are required to take an annual distribution from TIP. These required minimum distributions cannot be rolled over. DIRECT ROLLOVER You can choose a direct rollover of all or any portion of your payment that is an "eligible rollover distribution," as described above. In a direct rollover, the eligible rollover distribution is made payable directly from TIP to an IRA or another employer's plan. If you choose a direct rollover, you are not taxed on a payment until you later take it out of the IRA or employer's plan. DIRECT ROLLOVER TO AN IRA You can open an IRA to receive the direct rollover. (The term "IRA" as used in this notice includes individual retirement accounts and individual retirement annuities.) If you choose to have your payment made directly to an IRA, contact an IRA sponsor (usually a financial institution) to obtain an account number. Supply the name of the institution and the account number on your withdrawal form. The check will then be made payable to the IRA and sent to you for delivery to the IRA institution. DIRECT ROLLOVER TO ANOTHER EMPLOYER'S PLAN If you are employed by a new employer that has a plan, and you want a direct rollover to that plan, ask the administrator of that plan whether it will accept your rollover. If the plan will accept your rollover, supply the name of the plan and the company name on your distribution or withdrawal form. An employer plan is not legally required to accept a rollover. If your new employer's plan does not accept a rollover, you can choose a direct rollover to an IRA. PLEASE NOTE: Although taxable funds that come out of TIP as an in-service withdrawal are eligible for rollover, the funds will not be accepted for rollover back into TIP. PAYMENT MADE PAYABLE TO YOU If you have the payment made to you, it is subject to 20% income tax withholding. The payment is taxed in the year you receive it unless, within 60 days, you roll it over to an IRA or another plan that accepts rollovers. If you do not roll it over, special tax rules may apply. MANDATORY TAX WITHHOLDING If any portion of the payment to you is an eligible rollover distribution, TIP is required by law to withhold 20% of that amount. This amount is sent to the IRS as income tax withholding. For example, if your eligible rollover distribution is $10,000, only $8,000 will be paid to you because TIP must withhold $2,000 as income tax. However, when you prepare your income tax return for the year, you will report the full $10,000 as a payment from TIP. You will report the $2,000 as tax withheld, and it will be credited against any income tax you owe for the year. SIXTY-DAY ROLLOVER OPTION If you have an eligible rollover distribution paid to you, you can still decide to roll over all or part of it to an IRA or another employer's plan. If you decide to roll over, you must make the rollover within 60 days after you receive the payment. The portion of your payment that is rolled over will not be taxed until you take it out of the IRA or employer's plan. You can roll over up to 100% of the eligible rollover distribution, including an amount equal to the 20% that was withheld. If you choose to roll over 100%, you must find other money within the 60-day period to contribute to the IRA or employer's plan to replace the 20% that was withheld. On the other hand, if you roll over only the 80% that you received, you will be taxed on the 20% that was withheld. 8 EXAMPLE: Your eligible rollover distribution is $10,000, and you choose to have it paid to you. You will receive $8,000, and $2,000 will be sent to the IRS as income tax withholding. Within 60 days after receiving the $8,000, you may roll over the entire $10,000 to an IRA or employer's plan. To do this, you roll over the $8,000 you received from TIP, and you will have to find $2,000 from other sources (your savings, a loan, etc.). In this case, the entire $10,000 is not taxed until you take it out of the IRA or employer's plan. If you roll over the entire $10,000, when you file your income tax return, you may get a refund of the $2,000 withheld. If, on the other hand, you roll over only $8,000, the $2,000 you did not roll over is taxed in the year it was withheld. When you file your income tax return you may get a refund of part of the $2,000 withheld. (However, any refund is likely to be larger if you roll over the entire $10,000.) ADDITIONAL 10% TAX IF YOU ARE UNDER AGE 59 1/2 If you receive a payment before you reach age 59 1/2 and you do not roll it over, then, in addition to the regular income tax, you may have to pay an extra tax equal to 10% of the taxable portion of the payment. The additional 10% tax does not apply to your in-service withdrawal if it is (see IRS Form 5329 for more information on the additional 10%): Used to pay certain medical expenses Paid to you under a Qualified Domestic Relations Order SPECIAL TAX TREATMENT If your eligible rollover distribution is not rolled over, it will be taxed in the year you receive it. However, if it qualifies as a "lump sum distribution", it may be eligible for special tax treatment. A lump sum distribution is a payment, within one year, of your entire balance under TIP, ESOP and the Pension Plan that is payable to you because you have reached age 59 1/2 or separated from service with your employer. For a payment to qualify as a lump sum distribution, you must have been a participant in the plan for at least 5 years. The special tax treatment for lump sum distributions is described below. FIVE-YEAR AVERAGING If you receive a lump sum distribution after you are age 59 1/2, you may be able to make a one-time election to figure the tax on the payment by using "5-year averaging." Five-year averaging often reduces the tax you owe because it treats the payment as if it were paid over 5 years. TEN-YEAR AVERAGING IF YOU WERE BORN BEFORE JANUARY 1, 1936 If you receive a lump sum distribution and you were born before January 1, 1936, you can make a one-time election to figure the tax on the payment by using "10- year averaging" (using 1986 tax rates). Like the 5-year averaging rules, 10- year averaging often reduces the tax you owe. CAPITAL GAINS TREATMENT IF YOU WERE BORN BEFORE JANUARY 1, 1936 In addition, if you receive a lump sum distribution and you were born before January 1, 1936, you may elect to have the part of your payment that is attributable to your pre-1974 participation in the retirement plans (if any) taxed as long-term capital gain at a rate of 20%. There are other limits on the special tax treatment for lump sum distributions. For example, you can generally elect this special tax treatment only once in your lifetime, and the election applies to all lump sum distributions you receive in that same year. If you have previously rolled over a payment from the Plan, you cannot use this special tax treatment for later payments from TIP. If you roll over your payment to an IRA, you will not be able to use this special tax treatment for later payments from the IRA. Also, if you roll over only a portion of your payment to an IRA, this special tax treatment is not available for the rest of the payment. Additional restrictions are described in IRS Form 4972, which has more information on lump sum distributions and how you elect the special tax treatment. 9 PAYMENTS UNDER A "QUALIFIED DOMESTIC RELATIONS ORDER" In general the rules summarized above that apply to payments to employees also apply to payments to alternate payees under a "Qualified Domestic Relations Order" (QDOR) in connections with a divorce or legal separation. If you are an alternate payee, you may choose to have an eligible rollover distribution paid in a direct rollover to an IRA or paid to you. Your payment is not subject to the additional 10% tax described above, even if you are younger than age 59 1/2 and you may be able to use the special tax treatment for lump sum distributions and distributions in employer stock also described above. HOW TO OBTAIN ADDITIONAL INFORMATION This notice summarizes only the federal (not state or local) tax rules that might apply to your payment. The rules described above are complex and contain many conditions and exceptions that are not included in this notice. Therefore, you may want to consult with a professional tax advisor before you take payment of your benefits from TIP. Also, you can find more specific information on the tax treatment of payments from qualified retirement plans in IRS Publication 575, PENSION AND ANNUITY INCOME, and IRS Publication 590, INDIVIDUAL RETIREMENT ARRANGEMENTS. These publications are available from your local IRS office or by calling 1-800-TAX-FORMS. 10 EX-4.7A4 11 TUITION EXHIBIT 4.7(a)(iv) FINANCIAL HARDSHIP ELIGIBILITY CHECKLIST TUITION On August 8, 1988, IRS regulations were issued placing severe restrictions on Financial Hardship Withdrawal of 401(k) (Before-tax contributions) funds. These funds may only be accessed if it is shown all other assets and loans available to an individual are first exhausted. The following checklist will aid you in determining whether or not you are eligible to apply for a Financial Hardship Withdrawal. INSTRUCTIONS: Answer the following questions to determine if you may apply for a Financial Hardship Withdrawal. Yes No 1. Are you eligible for a loan or "regular" withdrawal through TIP that satisfies the Financial Hardship request? Amount $__________. See page two of your most recent TIP statement. 2. Will you receive any reimbursement or compensation from insurance? Amount $__________. Note: If payment is required to obtain medical treatment, you may also be able to receive a withdrawal. 3. Can the Financial Hardship be satisfied by liquidating assets of you, and/or your spouse and children? Amount $__________. 4. Are you able to obtain a loan from commercial sources? Amount $__________. 5. Can the Financial Hardship be satisfied by ceasing contributions to TIP? Amount $___________. If you answered "yes" to any of the questions, you are ineligible for a Financial Hardship unless the full amount of the Financial Hardship cannot be satisfied by exhausting the funds available through numbers 1-5 above. If these measures are pursued completely and the Financial Hardship is still not satisfied, you will need to complete a TIP Financial Hardship Application and Personal Financial Statement, in addition to supplying accompanying documentation. Questions may be directed to Denise Freedman, ext. 4416, or Debra Rock, ext. 7613. _______________________________________ Name (Signature) _______________________________________ Date 1 THRIFT-INCENTIVE PLAN LOAN DENIAL VERIFICATION Please Print NAME __________________________________________________________________ LAST FIRST INITIAL _________________________ _________________ _________________ SOCIAL SECURITY # LOCATION EXTENSION Under IRS Financial Hardship Withdrawal guidelines, it must be demonstrated that a hardship situation cannot be satisfied through depletion of assets and other sources, including borrowing from a commercial source. In order to consider a request for Financial Hardship, proof of a loan denial from a lending institution must be provided. Please check one of the boxes below I have enclosed a Statement of Credit Denial for $_____________ from _________________________________. (A bank, credit union, finance company, or other financial institution.) I have secured a loan of $______________ to partially meet this Financial Hardship but was unable to borrow the full amount. (You must include a copy of the loan note.) I have not applied for a commercial loan. ______ 1. I will apply for a loan of $____________ with a commercial lender other than The Northern Trust. ______ 2. I authorize the Benefits Division to forward my completed Personal Financial Statement to the Employee Loan Division of The Northern Trust and obtain any credit reports necessary to determine if I am eligible to apply for a loan of $_____________. I realize I must complete additional loan forms for a Northern loan to be initiated. To expedite this request, I authorize Employee Loans to forward any Statement of Credit Denial Directly to the TIP Administrator, M-8. I understand that failure to provide a statement of Credit Denial will be reason for denial of TIP Financial Hardship funds. ____________________________________ ____________________________________ SIGNATURE DATE 2 Co. #: _______________ PRINT NAME: ______________________________________ SOC. SEC. #: _____________________________________ UNREIMBURSED POST-SECONDARY EDUCATION TUITION As defined by: - Tuition expenses for you, your spouse, and/or children for current year post-secondary tuition. (college, university, or vocational school) 1) REQUIRED DOCUMENTATION: - Proof from the educational institution that the student has been accepted for admission or is currently enrolled. (i.e., student I.D. card, letter of admission, cancelled tuition checks or receipts). - Verification of tuition expenses. This can be in the form of a list of the courses to be taken and a page from the current school year catalog or manual which itemizes expenses, or a written confirmation of itemized expenses from the school (along with any cancelled checks/receipts). 2) REQUIREMENT TO EXHAUST ALL OTHER FINANCIAL SOURCES BEFORE WITHDRAWING FINANCIAL HARDSHIP MONEY FROM THE TIP PLAN: Under IRS regulations you may only apply for a "financial hardship withdrawal" after you have completely exhausted all resources listed below. I DO have TIP loan balances available to me and plan to borrow $__________ this quarter to partially meet my financial hardship. (Attached is my completed TIP loan application.) I DO NOT have TIP loan balances available to meet this financial hardship. (Attached is page 2 of my previous quarter's TIP statement.) 3) REIMBURSEMENT FROM INSURANCE, LITIGATION, OR OTHER SOURCES: I WILL be reimbursed from insurance, litigation, or other sources in the amount of $___________. I WILL NOT be reimbursed from insurance, litigation, or other sources. 4) AMOUNT OF HARDSHIP WITHDRAWAL: I DO NOT want the entire amount available to me; I only want $____________. I DO WANT 100% of the amount available to me. Approximate amount available is $_____________. Please increase my financial hardship need to cover possible government imposed taxes and penalties on pre-tax dollars by ______% (10%, 20%, 30%). 3 TAX CONSIDERATIONS NAME: _______________________________ SOC. SEC. #: ____________________________ The taxable portion of your withdrawal is subject to an automatic 20% Federal income tax withholding on any amount that is not directly rolled over to an IRA or another Employer's Plan. The non-taxable part of your withdrawal is not subject to tax withholding and cannot be transferred to an IRA or Employer's Plan. If you do not make a tax election, the 20% withholding will automatically apply. Please see the (Special Tax Notice, In-Service Withdrawals) attached to this form for a more detailed explanation. NOTE: To qualify for a Swing Loan from Employee Banking, the distribution must be payable to you and tax withholding will apply. Distribute my entire taxable withdrawal amount in a check payable to me. I understand that 20% of the taxable portion of the distribution will be withheld in Federal taxes. Rollover 100% of my taxable distribution to the IRA account/Employer Plan below. I will withdraw the fund from this account/plan to meet the financial hardship need indicated in this application. Rollover $____________ of my taxable distribution and make the balance payable to me. I understand that I must withdraw the funds from the account/plan to meet the financial hardship need indicated in this application and that 20% of the taxable balance paid to me will be withheld in taxes. Direct Rollover My Funds to: - --------------------------- Financial Institution/Employer Plan: ___________________________________________ Address: _______________________________________________________________________ Account Number: ________________________________________________ Your check will be made payable to this IRA account/Employer Plan and mailed to you for deposit. STATEMENT OF TRUTH AND ACCURACY I have made every attempt to provide complete and accurate information on this application. I understand that any intentional misrepresentation of facts or circumstances relating to this Financial Hardship Withdrawal Application or the intentional withholding of relevant information is a major violation of Bank policy and will result in disciplinary action and could lead to termination of employment. _________________________________ ________________________________________ PRINT NAME SIGN NAME ________________________________________ DATE 4 PERSONAL FINANCIAL STATEMENT THE NORTHERN TRUST COMPANY 50 SOUTH LASALLE STREET, CHICAGO, IL 60675 (312) 630-6000 Date_______________________________ APPLICANT Name_____________________ Soc. Sec. #________________ Date of Birth___________ Residence: Street______________ City___________ State___ Zip_____ Years There___ Position or Occupation__________________________________________________________ Employer________________________________________________________ Years There____ Street_________________________ City____________________ State_____ Zip_______ Telephone: Business (area code)______________ Residence (area code)_____________ Date of Will_________________ Executor___________________ No. of Dependents_____ CO-APPLICANT Name______________________ Soc. Sec. #__________________ Date of Birth__________ Residence: Street______________ City__________ State___ Zip______ Years There___ Position or Occupation__________________________________________________________ Employer_______________________________________________________ Years There_____ Street___________________________ City____________________ State____ Zip________ Telephone: Business (area code)______________ Residence (area code)_____________ Date of Will_______________ Executor______________________ No. of Dependents____ (Do not complete if this is an application for individual unsecured credit.) MARITAL APPLICANT Married Separate Unmarried (Including Single, Divorced STATUS or Widowed) CO-APPLICANT Married Separated Unmarried (Including Single, Divorced or Widowed) To: The Northern Trust Company For the purpose of procuring and maintaining credit with you, (I)(we) submit this Personal Financial Statement as a true and complete statement of (my) (our) personal financial condition, and details relating thereto as of the _________ day of __________________________, 19 _____ (I)(We) agree, if any material change occurs, to immediately notify you, and unless you are so notified, you may continue to rely upon this statement. You are authorized to share any information in this application with any other institution which is your parent, subsidiary or affiliate. (I)(We) authorize you to make whatever credit inquiries you may deem necessary in connection with this credit application. Date _____________________ Applicant _________________________________________ Co-Applicant ______________________________________ 5 CHECKING AND SAVINGS ACCOUNT BALANCES SCHEDULE A: CASH AND SHORT TERM INVESTMENTS
Other Short-Term Names of Institutions Savings Accounts Checking Accounts Investments Total $ $ $ $ Please enter total $______
SCHEDULE E: REAL ESTATE OWNED - PERSONAL USE
Description of Property Title in Date Amt. Mortgage Market Mortgage Holder Name of Purchased Cost Owed Maturity Value $ $ $ $ Please enter totals $______ $_____
INCOME STATEMENT
PREVIOUS YEAR EXPECTED CURRENT YEAR ANNUAL INCOME APPLICANT CO-APPLICANT APPLICANT CO-APPLICANT Salary $ $ $ $ Bonus and Commissions Interest Dividends (i.e. ESOP dividends) Real Estate Trust Income Pension/Annuity Income Other Income* *Alimony, Separate Maintenance, Child Support May, But Need Not Be, Included Totals $ $ $ $
PREVIOUS YEAR EXPECTED CURRENT YEAR FIXED AND VARIABLE EXPENSES APPLICANT CO-APPLICANT APPLICANT CO-APPLICANT Home Mortgage Expense $ $ $ $ (Principal and Interest) Loan Payments (Excluding Home Mortgage i.e. School or Car) Property Taxes Income Taxes (Federal, State, Local) Other Taxes Insurance Expenses i.e. auto, home, apartment Alimony, Child Support/Maintenance General Living Expenses i.e. rent, food, phone, elec Other Expenses i.e. daycare, transportation Totals $ $ $ $
Is any income listed in this section likely to be reduced before the credit requested is repaid? Yes No If yes, give details: 6 SPECIAL TAX NOTICE IN-SERVICE WITHDRAWALS FROM TIP This notice contains important information you will need before you decide how to receive your payment from the Thrift Incentive Plan. (TIP) SUMMARY A payment from TIP that is eligible for "rollover" can be taken in two ways. You can have all or any portion of your payment either 1) PAID IN A "DIRECT ROLLOVER" 2) PAID TO YOU A rollover is a payment of your TIP benefits to your individual retirement arrangement (IRA) or to another employer's plan. This choice will affect the tax you owe. If you choose a DIRECT ROLLOVER: Your payment will not be taxed in the current year and no income tax will be withheld. Your payment will be made directly to your IRA or other employer's plan. Your payment will be taxed later when you take it out of the IRA or other employer's plan. If you choose to have your TIP Benefits PAID TO YOU: You will receive only 80% of the payment, because The Northern Trust is required to withhold 20% of the payment and send it to the IRS as income tax withholding to be credited against your taxes. Your payment will be taxed in the current year unless you roll it over. You may be able to use special tax rules that could reduce the tax you owe. (see pg. 4) However, if you receive the payment before age 59 1/2, you also may have to pay an additional 10% tax. You can roll over the payment to your IRA or another employer's plan within 60 days of receiving the payment. The amount rolled over will not be taxed until you take it out of the IRA or employer's plan. If you want to roll over 100% of the payment to an IRA or another employer's plan, you must find other money to replace the 20% that was withheld. If you roll over only the 80% that you received, you will be taxed on the 20% that was withheld and that is not rolled over. NOTE: Although taxable funds that come out of TIP as an in-service withdrawal-are eligible for rollover, the funds will not be accepted for rollover back into TIP. MORE INFORMATION
Page I. PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER 1 II. DIRECT ROLLOVER 2 III. PAYMENT PAID TO YOU 2 IV. SURVIVING SPOUSES, ALTERNATE PAYEES, AND OTHER BENEFICIARIES 3
PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER Payments from TIP may be "eligible rollover distributions." This means that they can be rolled over to an IRA or another employer's plan. In general, any payment from TIP (including an in-service withdrawal) is considered an eligible rollover distribution, EXCEPT for the following types of payments which CANNOT be rolled over: NON-TAXABLE PAYMENTS In general, only the "taxable portion" of your payment is an eligible rollover distribution. If you have made "after-tax" employee contributions to TIP, these contributions will be non-taxable when they are paid to you, and they cannot be rolled over. 7 REQUIRED MINIMUM PAYMENTS Beginning in the year you reach age 70 1/2, you are required to take an annual distribution from TIP. These required minimum distributions cannot be rolled over. DIRECT ROLLOVER You can choose a direct rollover of all or any portion of your payment that is an "eligible rollover distribution," as described above. In a direct rollover, the eligible rollover distribution is made payable directly from TIP to an IRA or another employer's plan. If you choose a direct rollover, you are not taxed on a payment until you later take it out of the IRA or employer's plan. DIRECT ROLLOVER TO AN IRA You can open an IRA to receive the direct rollover. (The term "IRA" as used in this notice includes individual retirement accounts and individual retirement annuities.) If you choose to have your payment made directly to an IRA, contact an IRA sponsor (usually a financial institution) to obtain an account number. Supply the name of the institution and the account number on your withdrawal form. The check will then be made payable to the IRA and sent to you for delivery to the IRA institution. DIRECT ROLLOVER TO ANOTHER EMPLOYER'S PLAN If you are employed by a new employer that has a plan, and you want a direct rollover to that plan, ask the administrator of that plan whether it will accept your rollover. If the plan will accept your rollover, supply the name of the plan and the company name on your distribution or withdrawal form. An employer plan is not legally required to accept a rollover. If your new employer's plan does not accept a rollover, you can choose a direct rollover to an IRA. PLEASE NOTE: Although taxable funds that come out of TIP as an in-service withdrawal are eligible for rollover, the funds will not be accepted for rollover back into TIP. PAYMENT MADE PAYABLE TO YOU If you have the payment made to you, it is subject to 20% income tax withholding. The payment is taxed in the year you receive it unless, within 60 days, you roll it over to an IRA or another plan that accepts rollovers. If you do not roll it over, special tax rules may apply. MANDATORY TAX WITHHOLDING If any portion of the payment to you is an eligible rollover distribution, TIP is required by law to withhold 20% of that amount. This amount is sent to the IRS as income tax withholding. For example, if your eligible rollover distribution is $10,000, only $8,000 will be paid to you because TIP must withhold $2,000 as income tax. However, when you prepare your income tax return for the year, you will report the full $10,000 as a payment from TIP. You will report the $2,000 as tax withheld, and it will be credited against any income tax you owe for the year. SIXTY-DAY ROLLOVER OPTION If you have an eligible rollover distribution paid to you, you can still decide to roll over all or part of it to an IRA or another employer's plan. If you decide to roll over, you must make the rollover within 60 days after you receive the payment. The portion of your payment that is rolled over will not be taxed until you take it out of the IRA or employer's plan. You can roll over up to 100% of the eligible rollover distribution, including an amount equal to the 20% that was withheld. If you choose to roll over 100%, you must find other money within the 60-day period to contribute to the IRA or employer's plan to replace the 20% that was withheld. On the other hand, if you roll over only the 80% that you received, you will be taxed on the 20% that was withheld. 8 EXAMPLE: Your eligible rollover distribution is $ 10,000, and you choose to have it paid to you. You will receive $8,000, and $2,000 will be sent to the IRS as income tax withholding. Within 60 days after receiving the $8,000, you may roll over the entire $10,000 to an IRA or employer's plan. To do this, you roll over the $8,000 you received from TIP, and you will have to find $2,000 from other sources (your savings, a loan, etc.). In this case, the entire $10,000 is not taxed until you take it out of the IRA or employer's plan. If you roll over the entire $10,000, when you file your income tax return, you may get a refund of the $2,000 withheld. If, on the other hand, you roll over only $8,000, the $2,000 you did not roll over is taxed in the year it was withheld. When you file your income tax return you may get a refund of part of the $2,000 withheld. (However, any refund is likely to be larger if you roll over the entire $10,000.) ADDITIONAL 10% TAX IF YOU ARE UNDER AGE 59 1/2 If you receive a payment before you reach age 59 1/2 and you do not roll it over, then, in addition to the regular income tax, you may have to pay an extra tax equal to 10% of the taxable portion of the payment. The additional 10% tax does not apply to your in-service withdrawal if it is (see IRS Form 5329 for more information on the additional 10%): Used to pay certain medical expenses Paid to you under a Qualified Domestic Relations Order SPECIAL TAX TREATMENT If your eligible rollover distribution is not rolled over, it will be taxed in the year you receive it. However, if it qualifies as a "lump sum distribution", it may be eligible for special tax treatment. A lump sum distribution is a payment, within one year, of your entire balance under TIP, ESOP and the Pension Plan that is payable to you because you have reached age 59 1/2 or separated from service with your employer. For a payment to qualify as a lump sum distribution, you must have been a participant in the plan for at least 5 years. The special tax treatment for lump sum distributions is described below. FIVE-YEAR AVERAGING If you receive a lump sum distribution after you are age 59 1/2, you may be able to make a one-time election to figure the tax on the payment by using "5-year averaging." Five-year averaging often reduces the tax you owe because it treats the payment as if it were paid over 5 years. TEN-YEAR AVERAGING IF YOU WERE BORN BEFORE JANUARY 1, 1936 If you receive a lump sum distribution and you were born before January 1, 1936, you can make a one-time election to figure the tax on the payment by using "10- year averaging" (using 1986 tax rates). Like the 5-year averaging rules, 10- year averaging often reduces the tax you owe. CAPITAL GAINS TREATMENT IF YOU WERE BORN BEFORE JANUARY 1, 1936 In addition, if you receive a lump sum distribution and you were born before January 1, 1936, you may elect to have the part of your payment that is attributable to your pre-1974 participation in the retirement plans (if any) taxed as long-term capital gain at a rate of 20%. There are other limits on the special tax treatment for lump sum distributions. For example, you can generally elect this special tax treatment only once in your lifetime, and the election applies to all lump sum distributions you receive in that same year. If you have previously rolled over a payment from the Plan, you cannot use this special tax treatment for later payments from TIP. If you roll over your payment to an IRA, you will not be able to use this special tax treatment for later payments from the IRA. Also, if you roll over only a portion of your payment to an IRA, this special tax treatment is not available for the rest of the payment. Additional restrictions are described in IRS Form 4972, which has more information on lump sum distributions and how you elect the special tax treatment. 9 PAYMENTS UNDER A "QUALIFIED DOMESTIC RELATIONS ORDER" In general the rules summarized above that apply to payments to employees also apply to payments to alternate payees under a "Qualified Domestic Relations Order" (QDOR) in connections with a divorce or legal separation. If you are an alternate payee, you may choose to have an eligible rollover distribution paid in a direct rollover to an IRA or paid to you. Your payment is not subject to the additional 10% tax described above, even if you are younger than age 59 1/2 and you may be able to use the special tax treatment for lump sum distributions and distributions in employer stock also described above. HOW TO OBTAIN ADDITIONAL INFORMATION This notice summarizes only the federal (not state or local) tax rules that might apply to your payment. The rules described above are complex and contain many conditions and exceptions that are not included in this notice. Therefore, you may want to consult with a professional tax advisor before you take payment of your benefits from TIP. Also, you can find more specific information on the tax treatment of payments from qualified retirement plans in IRS Publication 575, PENSION AND ANNUITY INCOME, and IRS Publication 590, INDIVIDUAL RETIREMENT ARRANGEMENTS. These publications are available from your local IRS office or by calling 1-800-TAX-FORMS. 10 EX-4.7B 12 REGULAR WITHDRAW REQ EXHIBIT 4.7 (b) THE NORTHERN TRUST COMPANY THRIFT-INCENTIVE PLAN REGULAR WITHDRAWAL REQUEST FORM -------------------------------------------- -------------------------------- Name (Print) Last First Initial Social Security Number - ------------------------- -------------- ----------------- -------------- Signature Date Location Extension Your distribution will be mailed approximately five weeks after the month in which you apply. I. REQUEST REQUIREMENTS . This form is for use by participants, who, due to hearing or language limitaitons are unable to use the Benefits Express telephone system. . Forms are due by 5:00 p.m. on the 5th business day before the end of the month to TIP, M-8. II. WITHDRAWAL AMOUNT AVAILABLE . Regular Withdrawal The reverse side of your TIP statement indicates the amount available for withdrawal for any reason. For a more recent amount avaliable for withdrawal call the TIP area. Effective 1/1/94, the minimum amount that can be withdrawn will be $1,000. See your Sourcebook for an explanation of how this amount is calculated. . Financial Hardship Withdrawal Financial Hardship Withdrawals are only available for certain specific reasons. Information is available from the TIP Administrator, ext. 4416. III. AMOUNT OF WITHDRAWAL Please indicate the amount of money you wish to receive: / / A. I do not want the entire amount available to me: I only want $__________. / / B. I want 100% of the amount available. (Refer to the reverse side of your last TIP statement for the appropriate amount available. THIS AMOUNT MAY CHANGE SIGNIFICANTLY DEPENDING ON MARKET ADJUSTMENTS OR VESTING INCREASES.) IV. TAX CONSIDERATIONS The taxable portion of your withdrawal is subject to an automatic 20% Federal income tax withholding on any amount that is not directly rolled over to an IRA or another Employer's Plan. The non-taxable part of your withdrawal is not subject to tax withholding and cannot be transferred to an IRA or another Employer's Plan. If you do not make a tax election, the 20% withholding will automatically apply. Please see the SPECIAL TAX NOTICE, IN-SERVICE WITHDRAWALS attached to this form for a more detailed explanation. / / Distribute my entire taxable withdrawal amount in a check payable to me. I understand that 20% of the taxable portion of the distribution will be withheld in Federal Taxes. / / Rollover 100% of my taxable distribution to the IRA Account/Employer Plan below. / / Rollover $_____________ of my taxable distribution and make the balance payable to me. I understand that 20% of the taxable balance paid to me will be withheld in taxes. / / DIRECT ROLLOVER MY FUNDS TO: IRA: Financial Institution _________________________________________________ Employer Plan: Check Payable To ______________________________________________________ Account Number(optional) ______________________________________________ Your check will be made payable to this IRA Account/Employer Plan and mailed to you for deposit. NOTE: To qualify for a Swing Loan from Employee Banking the distribution must be payable to you and tax withholding will apply. If you have any questions concerning this form, call extension 7613. Submit all copies of this form to TIP Administrator, M-8.A copy will be receipted and returned to you. 1 EX-4.7C 13 TAX NOTICE WITHDR EXHIBIT 4.7 (c) SPECIAL TAX NOTICE IN-SERVICE WITHDRAWALS FROM TIP This notice contains important information you will need before you decide how to receive your payment from the Thrift-Incentive Plan. (TIP) SUMMARY A payment from TIP that is eligible for "rollover" can be taken in two ways. You can have all or any portion of your payment either 1) PAID IN A "DIRECT ROLLOVER" 2) PAID TO YOU A rollover is a payment of your TIP benefits to your individual retirement arrangement (IRA) or to another employer's plan. This choice will affect the tax you owe. If you choose a DIRECT ROLLOVER: . Your payment will not be taxed in the current year and no income tax will be withheld. . Your payment will be made directly to your IRA or other employer's plan. . Your payment will be taxed later when you take it out of the IRA or other employer's plan. If you choose to have your TIP Benefits PAID TO YOU: . You will receive only 80% of the payment, because the Northern Trust is required to withhold 20% of the payment and send it to the IRS as income tax withholding to be credited against your taxes. . Your payment will be taxed in the current year unless you roll it over. You may be able to use special tax rules that could reduce the tax you owe. (see pg. 4) However, if you receive the payment before age 59 1/2, you also may have to pay an additional 10% tax. . You can roll over the payment to your IRA or another employer's plan within 60 days of receiving the payment. The amount rolled over will not be taxed until you take it out of the IRA or employer's plan. . If you want to roll over 100% of the payment to an IRA or another employer's plan, you must find other money to replace the 20% that was withheld. If you roll over only the 80% that you received, you will be taxed on the 20% that was withheld and that is not rolled over. NOTE: Although taxable funds that come out of TIP as an in-service withdrawal are eligible for rollover, the funds will not be accepted for rollover back into TIP. MORE INFORMATION
Page I. PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER.......... 1 II. DIRECT ROLLOVER...................................... 2 III. PAYMENT PAID TO YOU.................................. 2 IV. SURVIVING SPOUSES, ALTERNATE PAYEES, AND OTHER BENEFICIARIES........................................ 3
PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER Payments from TIP may be "eligible rollover distributions." This means that they can be rolled over to an IRA or another employer's plan. In general, any payment from TIP (including an in-service withdrawal) is considered an eligible rollover distribution, EXCEPT for the following types of payments which CANNOT be rolled over: Non-taxable Payments In general, only the "taxable portion" of your payment is an eligible rollover distribution. If you have made "after-tax" employee contributions to TIP, these contributions will be non-taxable when they are paid to you, and they cannot be rolled over. Required Minimum Payments Beginning in the year you reach age 70 1/2, you are required to take an annual distribution from TIP. These required minimum distributions cannot be rolled over. DIRECT ROLLOVER You can choose a direct rollover of all or any portion of your payment that is an "eligible rollover distribution," as described above. In a direct rollover, the eligible rollover distribution is made payable directly from TIP to an IRA or another employer's plan. If you choose a direct rollover, you are not taxed on a payment until you later take it out of the IRA or employer's plan. 1 DIRECT ROLLOVER TO AN IRA You can open an IRA to receive the direct rollover. (The term "IRA" as used in this notice, includes individual retirement accounts and individual retirement annuities.) If you choose to have your payment made directly to an IRA, contact an IRA sponsor (usually a financial institution) to obtain an account number. Supply the name of the institution and the account number on your withdrawal form. The check will then be made payable to the IRA and sent to you for delivery to the IRA institution. DIRECT ROLLOVER TO ANOTHER EMPLOYER'S PLAN If you are employed by a new employer that has a plan, and you want a direct rollover to that plan, ask the administrator of that plan whether it will accept your rollover. If the plan will accept your rollover, supply the name of the plan and the company name on your distribution or withdrawal form. An employer plan is not legally required to accept a rollover. If your new employer's plan does not accept a rollover, you can choose a direct rollover to an IRA. PLEASE NOTE: Although taxable funds that come out of TIP as an in-service withdrawal are eligible for rollover, the funds will not be accepted for rollover back into TIP. PAYMENT MADE PAYABLE TO YOU If you have the payment made to you, it is subject to 20% income tax withholding. The payment is taxed in the year you receive it unless, within 60 days, you roll it over to an IRA or another plan that accepts rollovers. If you do not roll it over, special tax rules may apply. MANDATORY TAX WITHHOLDING If any portion of the payment to you is an eligible rollover distribution, TIP is required by law to withhold 20% of that amount. This amount is sent to the IRS as income tax withholding. For example, if your eligible rollover distribution is $10,000, only $8,000 will be paid to you because TIP must withhold $2,000 as income tax. However, when you prepare your income tax return for the year, you will report the full $10,000 as a payment from TIP. You will report the $2,000 as tax withheld, and it will be credited against any income tax you owe for the year. SIXTY-DAY ROLLOVER OPTION If you have an eligible rollover distribution paid to you, you can still decide to roll over all or part of it to an IRA or another employer's plan. If you decide to roll over, you must make the rollover within 60 days after you receive the payment. The portion of your payment that is rolled over will not be taxed until you take it out of the IRA or employer's plan. You can roll over up to 100% of the eligible rollover distribution, including an amount equal to the 20% that was withheld. If you choose to roll over 100%, you must find other money within the 60-day period to contribute to the IRA or employer's plan to replace the 20% that was withheld. On the other hand, if you roll over only the 80% that you received, you will be taxed on the 20% that was withheld. EXAMPLE: Your eligible rollover distribution is $10,000, and you choose to have it paid to you. You will receive $8,000, and $2,000 will be sent to the IRS as income tax withholding. Within 60 days after receiving the $8,000, you may roll over the entire $10,000 to an IRA or employer's plan. To do this, you roll over the $8,000 you received from TIP, and you will have to find $2,000 from other sources (your savings, a loan, etc.). In this case, the entire $10,000 is not taxed until you take it out of the IRA or employer's plan. If you roll over the entire $10,000, when you file your income tax return you may get a refund of the $2,000 withheld. If on the other hand, you roll over only $8,000, the $2,000 you did not roll over is taxed in the year it was withheld. When you file your income tax return you may get a refund of part of the $2,000 withheld. (However, any refund is likely to be larger if you roll over the entire $10,000) ADDITIONAL 10% TAX IF YOU ARE UNDER AGE 59 1/2 If you receive a payment before you reach age 59 1/2 and you do not roll it over, then, in addition to the regular income tax, you may have to pay an extra tax equal to 10% of the taxable portion of the payment. The additional 10% tax does not apply to your in-service withdrawal if it is (see IRS Form 5329 for more information on the additional 10%): . Used to pay certain medical expenses . Paid to you under a Qualified Domestic Relations Order SPECIAL TAX TREATMENT If your eligible rollover distribution is not rolled over, it will be taxed in the year you receive it. However, if it qualifies as a "lump sum distribution" it may be eligible for special tax treatment. A lump sum distribution is a payment, within one year, of your entire balance under TIP, ESOP and the Pension Plan that is payable to you because you have reached age 59 1/2 or separated from service with your employer. For a payment to qualify as a lump sum distribution, you must have been a participant in the plan for at least 5 years. The special tax treatment for lump sum distributions is described below. 2 FIVE-YEAR AVERAGING If you receive a lump sum distribution after you are age 59 1/2, you may be able to make a one-time election to figure the tax on the payment by using "5-year averaging." Five-year averaging often reduces the tax you owe because it treats the payment as if it were paid over 5 years. TEN-YEAR AVERAGING IF YOU WERE BORN BEFORE JANUARY 1, 1936 If you receive a lump sum distribution and you were born before January 1, 1936, you can make a one-time election to figure the tax on the payment by using "10-year averaging" (using 1986 tax rates). Like the 5-year averaging rules, 10-year averaging often reduces the tax you owe. CAPITAL GAINS TREATMENT IF YOU WERE BORN BEFORE JANUARY 1, 1936 In addition, if you receive a lump sum distribution and you were born before January 1, 1936, you may elect to have the part of your payment that is attributable to your pre-1974 participation in the retirement plans (if any) taxed as long-term capital gain at a rate of 20%. There are other limits on the special tax treatment for lump sum distributions. For example, you can generally elect this special tax treatment only once in your lifetime and the election applies to all lump sum distributions you receive in that same year. If you have previously rolled over a payment from the Plan, you cannot use this special tax treatment for later payments from TIP. If you roll over your payment to an IRA, you will not be able to use this special tax treatment for later payments from the IRA. Also, if you roll over only a portion of your payment to an IRA, this special tax treatment is not available for the rest of the payment. Additional restrictions are described in IRS Form 4972, which has more information on lump sum distributions and how you elect the special tax treatment. PAYMENTS UNDER A "QUALIFIED DOMESTIC RELATIONS ORDER" In general the rules summarized above that apply to payments to employees also apply to payments to alternate payees under a "Qualified Domestic Relations Order" (QDRO) in connection with a divorce or legal separation. If you are an alternate payee, you may choose to have an eligible rollover distribution paid in a direct rollover to an IRA or paid to you. Your payment is not subject to the additional 10% tax described above, even if you are younger than age 59 1/2 and you may be able to use the special tax treatment for lump sum distributions and distributions in employer stock also described above. HOW TO OBTAIN ADDITIONAL INFORMATION This notice summarizes only the federal (not state or local) tax rules that might apply to your payment. The rules described above are complex and contain many conditions and exceptions that are not included in this notice. Therefore, you may want to consult with a professional tax advisor before you take payment of your benefits from TIP. Also, you can find more specific information on the tax treatment of payments from qualified retirement plans in IRS Publication 575, Pension and Annuity Income, and IRS Publication 590, Individual Retirement Arrangements. These publications are available from your local IRS office or by calling 1-800-TAX-FORMS. 3 EX-4.8A 14 PAYOUT AUTH/EMPLOYEE EXHIBIT 4.8 (a) Thrift-Incentive Plan (TIP) Payout Authorization Form For an Employee Terminating Service with the Bank TIP/ESOP Representatives, M-8 (312) 444-7613 or (312) 444-4416 _______________________________ __________________________ ________________ Last First Middle _______________________________________________________________________________ Street ______________________________ ___________ _______ / / Check if New Address City State Zip Code ( ) ______________________________ Daytime Phone (after termination) ______________________________ _______________________ ____________________ Signature Social Security # Date I. TIP DISTRIBUTION CHOICES I understand that I will receive my distribution approximately five weeks after the end of the month following my official termination date, provided I return this form by the deadline stated below. / / A. Distribute the entire balance of my TIP account in a lump sum. / / B. Distribute my Northern Trust Stock account in shares. Distribute the balance of all other investment funds in my TIP account in a lump sum. / / C. Transfer my account balance to the Short-Term Fund and defer payment to the earlier of age 65 or death (only if the vested balance of your account is greater than $3,500). I understand that I may request payment sooner and that it will be paid approximately five weeks after the end of the month in which I make my request. I understand that any outstanding loan balance must be repaid or the loan balance will be considered taxable income. II. TIP TAX CHOICES . The taxable portion of your TIP Account is subject to an automatic 20% Federal income tax withholding on any amount that is not rolled over to an IRA or another Employer's Plan. . The after-tax portion of your account is not subject to tax withholding and cannot be rolled over to an IRA or another Employer's Plan. . If you do not return this form, the 20 percent withholding will automatically apply to the taxable portion of your TIP distribution. Please see the enclosed Special Tax Notice Distributions. / / A. Distribute 100% of my balance, cash and any shares, payable to me. I understand 20% tax withholding will apply to the taxable portion of the distribution. / / B. Direct Rollover 100% of the taxable portion of my balance, cash and any shares, to the IRA/Employer Plan below. / / C. Split my distribution between direct rollover and payable to me. I understand 20% tax withholding will apply to the taxable portion of my distribution made payable to me. / / 1. Direct Rollover $______________ in Cash only to the IRA/Employer Plan below. Distribute any remaining cash and shares payable to me. / / 2. Direct Rollover _____________ shares of stock to the IRA/Employer Plan below. Distribute any remaining shares and all of my Cash payable to me. DIRECT ROLLOVER MY CASH/SHARES TO: Rollover IRA OR Another Employer's Qualified Retirement Plan - -------------------------------------------------------------------------------- Make check payable to: Make check payable to: _____________________________ _____________________________________________ _____________________________ _____________________________________________ _____________________________ _____________________________________________ Account # (if available): ______________________________ - -------------------------------------------------------------------------------- YOUR CHECK WILL BE MADE PAYABLE TO THIS IRA/EMPLOYER PLAN AND MAILED TO YOU FOR DEPOSIT. TAX FORM ADDRESS A 1099R form will be mailed to your home address in January of the year following your distribution. Please notify the Benefits Division of any address changes by writing to: The Northern Trust Company, Benefits Division M-8, 50 South LaSalle, Chicago, Illinois 60675. III. DEADLINE This form must be received by the last business day of the month in which you are last paid to generate payment. If a form is not received, your balance will remain in the plan until the next month when the following will apply: A TIP account balance greater than $3,500 will be transferred to the Short Term Fund. A balance less than $3,500 will be distributed and Federal income tax will automatically be withheld. EX-4.8B 15 TAX NOTICE RE DIST EXHIBIT 4.8 (b) SPECIAL TAX NOTICE REGARDING DISTRIBUTIONS FROM TIP, ESOP AND PENSION This notice contains important information you will need before you decide how to receive your payment from the Thrift-Incentive Plan, the Employee Stock Ownership Plan, or the Pension Plan (the Plans). SUMMARY A payment from the Plans that is eligible for "rollover" can be taken in two ways. You can have all or any portion of your payment either 1) PAID IN A "DIRECT ROLLOVER" 2) PAID TO YOU A rollover is a payment of your Plan benefits to your individual retirement arrangement (IRA) or to another employer plan. This choice will affect the tax you owe. If you choose a DIRECT ROLLOVER: . Your payment will not be taxed in the current year and no income tax will be withheld. . Your payment will be made directly to your IRA or, if you choose, to another employer plan that accepts your rollover. . Your payment will be taxed later when you take it out of the IRA or the employer plan. If you choose to have your Plan benefits PAID TO YOU: . You will receive only 80% of the payment, because the Northern Trust is required to withhold 20% of the payment and send it to the IRS as income tax withholding to be credited against your taxes. . Your payment will be taxed in the current year unless you roll it over. You may be able to use special tax rules that could reduce the tax you owe. (see pg. 3) However, if you receive the payment before age 59 1/2, you also may have to pay an additional 10% tax. . You can roll over the payment to your IRA or to another employer plan that accepts your rollover within 60 days of receiving the payment. The amount rolled over will not be taxed until you take it out of the IRA or employer plan. . If you want to roll over 100% of the payment to an IRA or an employer plan, you must find other money to replace the 20% that was withheld. If you roll over only the 80% that you received, you will be taxed on the 20% that was withheld and that is not rolled over. NOTE: Although funds that come out of TIP as an in-service withdrawal are eligible for rollover, the funds will not be accepted for rollover back into TIP. MORE INFORMATION Page I. PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER.................. 1 II. DIRECT ROLLOVER.............................................. 2 III. PAYMENT PAID TO YOU.......................................... 2 IV. SPECIAL TAX TREATMENT........................................ 3 V. OUTSTANDING TIP LOAN BALANCES................................ 4 VI. SURVIVING SPOUSES, ALTERNATE PAYEES, AND OTHER BENEFICIARIES. 4 PAYMENTS THAT CAN AND CANNOT BE ROLLED OVER Payments from the Plans may be "eligible rollover distributions." This means that they can be rolled over to an IRA or another employer plan that accepts rollovers. In general, any payment from the Plans (including an in-service withdrawal) is considered an eligible rollover distribution, EXCEPT for the following types of payments which CANNOT be rolled over: Non-taxable Payments In general, only the "taxable portion" of your payment is an eligible rollover distribution. If you have made "after-tax" employee contributions to the Plans, these contributions will be non-taxable when they are paid to you, and they cannot be rolled over. Required Minimum Payments Beginning in the year you reach age 70 1/2, you are required to take an annual distribution from each plan. These required minimum distributions cannot be rolled over. Monthly Payments From the Pension Plan You cannot roll over monthly annuity payments you receive from the Pension Plan. These payments are part of a series of equal (or almost equal) payments that are made at least once a year and that will last for your lifetime, you and your beneficiary's lifetimes or a period of ten years or more. ESOP Dividend Payments The dividend check you receive each November from the ESOP cannot be rolled over and is considered taxable income in the year you receive it. DIRECT ROLLOVER You can choose a direct rollover of all or any portion of your payment that is an "eligible rollover distribution," as described above. In a direct rollover, the eligible rollover distribution is made payable directly from the Plan to an IRA or another employer plan that accepts rollovers. If you choose a direct rollover, you are not taxed on a payment until you later take it out of the IRA or the employer plan. Direct Rollover to an IRA You can open an IRA to receive the direct rollover. (The term "IRA" as used in this notice, includes individual retirement accounts and individual retirement annuities.) If you choose to have your payment made directly to an IRA, contact an IRA sponsor (usually a financial institution) to obtain an account number. Supply the name of the institution and the account number on your distribution or withdrawal form. The check and or shares of stock will then be made payable to the IRA and sent to you for delivery to the IRA institution. Direct Rollover to a Plan If you are employed by a new employer that has a plan, and you want a direct rollover to that plan, ask the administrator of that plan whether it will accept your rollover. If the plan will accept your rollover, supply the name of the plan and the company name on your distribution or withdrawal form. An employer plan is not legally required to accept a rollover. If your new employer's plan does not accept a rollover, you can choose a direct rollover to an IRA. Please Note: Although, taxable funds that come out of TIP as an in-service withdrawal are eligible for rollover, the funds will not be accepted for rollover back into TIP. PAYMENT MADE PAYABLE TO YOU If you have the payment made to you, it is subject to 20% income tax withholding. The payment is taxed in the year you receive it unless, within 60 days,you roll it over to an IRA or another plan that accepts rollovers. If you do not roll it over, special tax rules may apply. Mandatory Tax Withholding If any portion of the payment to you is an eligible rollover distribution, the Plans are required by law to withhold 20% of that amount. This amount is sent to the IRS as income tax withholding. For example, if your eligible rollover distribution is $10,000, only $8,000 will be paid to you because the Plan must withhold $2,000 as income tax. However, when you prepare your income tax return for the year, you will report the full $10,000 as a payment from the Plan. You will report the $2,000 as tax withheld, and it will be credited against any income tax you owe for the year. Sixty-Day Rollover Option If you have an eligible rollover distribution paid to you, you can still decide to roll over all or part of it to an IRA or another employer plan that accepts rollovers. If you decide to roll over, you must make the rollover within 60 days after you receive the payment. The portion of your payment that is rolled over will not be taxed until you take it out of the IRA or the employer plan. You can roll over up to 100% of the eligible rollover distribution, including an amount equal to the 20% that was withheld. If you choose to roll over 100%, you must find other money within the 60-day period to contribute to the IRA or the employer plan to replace the 20% that was withheld. On the other hand, if you roll over only the 80% that you received, you will be taxed on the 20% that was withheld. EXAMPLE: Your eligible rollover distribution is $10,000, and you choose to have it paid to you. You will receive $8,000, and $2,000 will be sent to the IRS as income tax withholding. Within 60 days after receiving the $8,000, you may roll over the entire $10,000 to an IRA or employer plan. To do this, you roll over the $8,000 you received from the Plans, and you will have to find $2,000 from other sources (your savings, a loan, etc.). In this case, the entire $10,000 is not taxed until you take it out of the IRA or employer plan. If you roll over the entire $10,000, when you file your income tax return you may get a refund of the $2,000 withheld. If on the other hand, you roll over only $8,000, the $2,000 you did not roll over is taxed in the year it was withheld. When you file your income tax return you may get a refund of part of the $2,000 withheld. (However, any refund is likely to be larger if you roll over the entire $10,000.) Additional 10% Tax If You Are Under Age 59 1/2 If you receive a payment before you reach age 59 1/2 and you do not roll it over, then, in addition to the regular income tax, you may have to pay an extra tax equal to 10% of the taxable portion of the payment. The additional 10% tax does not apply to your payment if it is (see IRS Form 5329 for more information on the additional 10%): . Paid to you because you separate service with your employer during or after the year you reach age 55 . Paid because you retire due to disability . Paid to you as equal (or almost equal) payments over your life or life expectancy . Used to pay certain medical expenses . Paid to you as the beneficiary of the employee . Paid to you under a Qualified Domestic Relations Order. Special Tax Treatment If your eligible rollover distribution is not rolled over, it will be taxed in the year you receive it. However, if it qualifies as a "lump sum distribution" it may be eligible for special tax treatment. A lump sum distribution is a payment, within one year, of your entire balance under the Plans that is payable to you because you have reached age 59 1/2 or separated from service with your employer. For a payment to qualify as a lump sum distribution, you must have been a participant in the Plan for at least 5 years. Prior to the year of distribution, the special tax treatment for lump sum distributions is described below. Five-Year Averaging If you receive a lump sum distribution after you are age 59 1/2, you may be able to make a one-time election to figure the tax on the payment by using "5-year averaging." Five-year averaging often reduces the tax you owe because it treats the payment much as if it were paid over 5 years. Ten-Year Averaging If You Were Born Before January 1, 1936 If you receive a lump sum distribution and you were born before January 1, 1936, you can make a one-time election to figure the tax on the payment by using "10-year averaging" (using 1986 tax rates). Like the 5-year averaging rules, 10-year averaging often reduces the tax you owe. Capital Gains Treatment If You Were Born Before January 1, 1936 In addition, if you receive a lump sum distribution and you were born before January 1, 1936, you may elect to have the part of your payment that is attributable to your pre-1974 participation in the Plans (if any) taxed as long term capital gain at a rate of 20%. There are other limits on the special tax treatment for lump sum distributions. For example, you can generally elect this special tax treatment only once in your lifetime and the election applies to all lump sum distributions you receive in that same year. If you have previously rolled over a payment from the Plans, you cannot use this special tax treatment for later payments from the Plans. If you roll over your payment to an IRA, you will not be able to use this special tax treatment for later payments from the IRA. Also, if you roll over only a portion of your payment to an IRA, this special tax treatment is not available for the rest of the payment. Additional restrictions are described in IRS Form 4972, which has more information on lump sum distributions and how you elect the special tax treatment. Employer Stock or Securities There is a special tax rule that applies to distributions of Northern Trust Common Stock from ESOP and from TIP Fund D. To use this special rule, the payment must qualify as a lump sum distribution, as described above (except that you do not have to have 5 years participation in the plan). Under this special rule, you may have the option of not paying tax on the "net unrealized appreciation" of the stock until you sell the stock. Net unrealized appreciation generally is the increase in the value of the employer stock while it was held by the Plans. For example, if the stock was worth $1,000 when it was contributed to the Plan, but it was worth $1,200 when you received it, you would not have to pay tax on the $200 increase in value until you later sold the stock. The stock can be rolled over to an IRA or another employer plan either in a direct rollover or a rollover that you make yourself. If you choose to have your shares registered in your name, rather than directly transferred, the Plans are required by law to withhold 20% of the cost basis of the shares in income taxes. However, the taxes will be withheld only to the extent there is cash available in the distribution. Shares will not be sold to satisfy the withholding requirement. See "Payment Paid To You" for more details on how the withholding works. The special tax treatment options described above may also apply to shares that are not rolled over. OUTSTANDING TIP LOAN BALANCES A loan from TIP is not considered a taxable payment unless the entire balance is not repaid to the plan. Active Employees If a loan amount is not repaid and is declared defaulted while you are employed, the defaulted amount that was originally from taxable funds, is reported as a taxable loan distribution. The taxable loan distribution is not subject to the 20% withholding and is not eligible for rollover. Terminated Employees If a loan is not repaid in full by the end of the calendar quarter in which you terminate, the remaining balance that originally came from taxable funds, will be taxable. The election you make regarding the payment of your remaining account balances will determine the tax withholding on the taxable loan distribution amount. TAXABLE LOAN DISTRIBUTION ================================================================================ 20% Tax Withholding Eligible for Rollover Payment Option within 60 days Yes No Yes No - -------------------------------------------------------------------------------- 1. Defer payment of account balance x x - -------------------------------------------------------------------------------- 2. Direct Rollover account balance to IRA/Employer Plan x x - -------------------------------------------------------------------------------- 3. Distribute account balance payable to you (or any portion paid to you) x x ================================================================================ SURVIVING SPOUSES, ALTERNATIVE PAYEES, AND OTHER BENEFICIARIES In general the rules summarized above that apply to payments to employees also apply to spouses and former spouses who receive payments on account of an employee's death under a "Qualified Domestic Relations Order". Some of the rules summarized above also apply to a deceased employee's beneficiary who is not a spouse. If you are a spouse or former spouse who receive a payment under the Qualified Domestic Relations Order, you may choose to have an eligible rollover distribution paid in a direct rollover to an IRA or paid to you. If you are a beneficiary other than the surviving spouse, you cannot choose a direct rollover, and you cannot roll over the payment yourself. If you are a surviving spouse, an alternate payee, or another beneficiary, your payment is not subject to the additional 10% tax described above, even if you are younger than age 59 1/2 and you may be able to use the special tax treatment for lump sum distributions and distributions in employer stock also described above. HOW TO OBTAIN ADDITIONAL INFORMATION This notice summarizes only the federal (not state or local) tax rules that might apply to your payment. The rules described above are complex and contain many conditions and exceptions that are not included in this notice. Therefore, you may want to consult with a professional tax advisor before you take payment of your benefits from the Plans. Also, you can find more specific information on the tax treatment of payments from qualified retirement plans in IRS Publication 575, Pension and Annuity Income, and IRS Publication 590, Individual Retirement Arrangements. These publications are available from your local IRS office or by calling 1-800-TAX-FORMS. EX-4.9A 16 PARTICIPATION LOAN REQ EXHIBIT 4.9(a) The Northern Trust Company THRIFT-INCENTIVE PLAN Loan Request Form This form is for use by participants who, due to hearing or language limitations are unable to use the Benefits Express telephone system. Name: ___________________________________ ____________________________________ (Print) Last First Initial Signature _______________________ _________________ _______________ ___________________ Social Security # Date Location Extension I understand my loan check will be mailed approximately five weeks after the month in which I applied. - -------------------------------------------------------------------------------- AMOUNT OF LOAN $____________________________________ Note: The minimum loan is $1,000, with additional increments of $500. The reverse side of your most current TIP statement indicates your maximum loanable amount. For a more recent loanable amount call the TIP area. - -------------------------------------------------------------------------------- TERM OF LOAN ______________________(months) Note: Repayment must be made within 60 months except purchase of primary residence loans which must be repaid within 180 months. If this is a primary residence loan, please enclose a copy of the purchase contract. TIP primary residence loans are not mortgages, and are not eligible for the tax treatment that is available for mortgage loans. Note: YOU MAY HAVE 2 TIP LOANS OUTSTANDING. TIP LOAN REPAYMENTS ARE TAKEN OUT OF EACH PAY CHECK (twice a month). Request Requirements: Forms are due at 5:00 p.m. (close of business) by the 5th business day before the end of the month to the TIP Administrator, M-8. Any questions concerning TIP loans can be directed to extension 7613 or 4416. EX-4.9B 17 LOAN ADMIN GUIDELINES Exhibit 4.9(b) THE NORTHERN TRUST COMPANY THRIFT-INCENTIVE PLAN LOAN ADMINISTRATION GUIDELINES LOANABLE AMOUNTS You may apply to borrow against your vested balance in TIP. The amount of funds which can be borrowed will be based on the following IRS Tax Reform limits. Value of Your Vested Maximum Account Balance Loan Amount* -------------------- ------------ Less than $100,000 50% of Your Vested Account Balance More than $100,000 $50,000 *If you currently have a loan outstanding, or had a loan outstanding within the previous 12 months, you will find your maximum loanable amount stated on page 2 of your most recent TIP statement. The maximum amount is calculated as the lessor of: ------------- 1. 50% (your vested account balance + your outstanding loan balance)-your outstanding loan balance, or 2. $50,000 less your highest outstanding loan balance during the last 12 months. HOW LOAN MONEY IS DISBURSED When you take a loan, the money will be disbursed from your accounts in the following order until the respective funds are depleted. TIP Account Order of Loans 1. Rollover Fund A, B, C-M, then C-I 2. ESOP Diversification Fund A, B, C-M, then C-I 3. Vested Bank Matching Cont. Fund A, B, C-M, C-I, then D 4. After-tax Fund A, B, C-M, then C-I 5. Bank Basic Fund A, B, C-M, C-I, then D 6. Before-tax Fund A, B, C-M, then C-I 1 LOAN APPROVAL CRITERIA - ---------------------- Approval of loan applications will be based on the following criteria: 1. The loan application is completed and submitted within the specified deadline dates. 2. If the loan is to exceed the 5-year period, a copy of the home purchase contract must be submitted with the Loan Request form. 3. The loan amount requested is available and meets the IRS Tax Reform limits shown above. (The amount available is reflected on page 2 of your quarterly TIP statement.) 4. Your net pay must be a minimum of $100.00 per pay period after the loan repayment deduction is taken. Your will receive written confirmation of receipt of your loan request. LOAN REPAYMENT - -------------- The term of the loan is determined by you and cannot exceed 60 months (except home loans which can be up to 180 months). Loans will be repaid via semi-monthly payroll deductions for both principal and interest. Repayment will begin the pay period immediately following payout of the loan. If you do not have sufficient pay to deduct a payment, you are required to submit a personal check for the payment amount or an additional deduction amount will be taken in a future pay period to collect the missed payment. If you are an active employee and receiving pay, but do not make a payment for a 90-day period, your loan will be defaulted and reported to the IRS as a taxable withdrawal. If you are on an unpaid leave of absence (including Long Term Disability and Family Care Leave) and do not make a payment for a one-year period, your loan will be defaulted and reported to the IRS as a taxable withdrawal. If you have a loan that is defaulted, you will be prohibited from taking a new loan for a two-year period. PREPAYMENT OF AN OUTSTANDING LOAN - --------------------------------- Prepayment of a loan is permissible. The following administrative guidelines have been established: 1. Prepayment may be for the total remaining principal balance only. 2. Prepayment checks must be received a minimum of 6 business days prior to a payday in order to cease deductions on that payday. 3. If your employment is terminated, you may repay the loan in full up to 5 business days after the end of the processing cycle in which you terminate. (See Loan at Termination of Employment) Upon scheduled payoff or prepayment of an outstanding loan, one quarter must elapse before an application for a new loan can be made; if you have two loans outstanding, assuming Tax Reform rules/limits previously mentioned are met. 2 LOAN AT TERMINATION OF EMPLOYMENT A loan from TIP is not considered a taxable - --------------------------------- payment unless the entire balance is not repaid to the plan. Active Employees If a loan amount is not repaid and is declared defaulted while you are employed, the defaulted amount that was originally from taxable funds is reported as a taxable loan distribution. The taxable loan distribution is not subject to the 20% withholding and is not eligible for rollover. Terminated Employees If a loan is not repaid in full by the end of the calendar quarter in which you terminate, the remaining balance that originally came from taxable funds will be taxable as ordinary income and a 10% penalty tax may apply. The election you make regarding the payment of your remaining account balances will determine whether 20% tax withholding on the loan amount will be deducted from your distribution. If there are any funds being paid to you, either before-tax funds that are not directly rolled over or after-tax funds, 20% withholding on the loan amount will be withheld from the check. TAXABLE LOAN DISTRIBUTION - ------------------------------------------------------------------------------- 20% Tax Withholding Eligible for Rollover Payment Option Within 60 Days Yes No Yes No - ------------------------------------------------------------------------------- 1. Defer payment of account balance X X - ------------------------------------------------------------------------------- 2. Direct rollover account balance X X to IRA employer Plan - ------------------------------------------------------------------------------- 3. Distribute account balance payable X X to you (or any portion, before-tax or after-tax paid to you) - ------------------------------------------------------------------------------- INTEREST RATES - -------------- Rates will be established quarterly on the first day of the last month of the quarter and will be announced in the Northern News at the next earliest date. The interest rate is based on the rate for a commercial loan secured by a savings account. The interest rate in effect at the time of the loan will be fixed for the entire term of the loan. All interest paid on a loan from TIP is credited back to your TIP account. 3 CRITERIA FOR HOME LOAN - 61 TO 180 MONTHS OF PAYMENT - ---------------------------------------------------- A home loan is considered a loan to purchase a single family principal residence. For purposes of IRS interest deductibility, a TIP loan is considered a personal loan, and not a mortgage. Refinancing of a principal residence and costs associated with remodeling or rehabilitation of your primary residence are not acceptable home loan reasons. If a home loan is fully amortized and if you transfer title on the property, the loan will continue in effect until its maturity date. APPLICATION PROCESS - ------------------- You must complete a TIP Loan Request form, and forward it along with a copy of your most recent TIP statement to the TIP Administrator, M-8, no later than the 15th day of the third month of the quarter. (March 15, June 15, September 15, December 15) Home loans requested in excess of 60 months require a residence purchase contract accompanying your request. The Benefits Division will provide: * Promissory Note/Truth-in-Lending Statement * Amortization Schedule Prior to release of the check, the Promissory Note must be signed and submitted to the Benefits Division before the loan check can be distributed to you. The Amortization Schedule will be sent to you with the TIP loan check. For more information on TIP, see your Source Book or contact the TIP area at (312) 444-7613 or (312) 444-4416. 4 EX-4.9C 18 PROM NOTE/TRUTH DISCLOSU Exhibit 4.9(c) PROMISSORY NOTE AND FEDERAL TRUTH-IN-LENDING DISCLOSURE STATEMENT Borrower: SS#: Northern Trust Company Loan Effective Date: Thrift-Incentive Plan 50 South LaSalle Street Chicago, Illinois 60675 As you read this Disclosure Statement, remember that the words "you" and "your" refer to the Borrower, and that the words "we" or "us" refer to the Creditor. ================================================================================ FEDERAL TRUTH-IN-LENDING DISCLOSURES
------------------ ------------------ ------------------ ------------------ ANNUAL FINANCE AMOUNT TOTAL OF PERCENTAGE RATE CHARGE FINANCED PAYMENTS The cost of The dollar amount The amount of The amount you your credit as the credit will credit provided will have paid a yearly rate cost you to you on your after you have behalf made all payments as schedule ------------------ ------------------ ------------------ -------------------
Your Payment Schedule will be:
------------------ ------------------ ------------------ ------------------- Number Amount Payments Payments of Payments of Payments are Due Begin ------------------ ------------------ ------------------ ------------------- Bi-monthly
Prepayment: If you pay your loan off early, you will not have to pay a penalty. Security Interest: You are giving a security interest in your account in the trust. SEE BELOW FOR ADDITIONAL INFORMATION ABOUT NON-PAYMENT AND DEFAULT ================================================================================ PROMISSORY NOTE For value received, you (the "Maker") promise to pay to the order of The Northern Trust Company the following: Principle Sum: Loan Rate: Consecutive Installments (Principle and Interest): Installment Amount: Frequency: The 15th and last day of each month Beginning: We will withhold the amount of each payment from the Maker's pay each payday until the loan is paid in full. The Maker has the right to pay this loan off in its entirety at any time without penalty. If the Maker fails to make a payment when due, for any reason ceases to be in the employ of an employer participating in The Thrift-Incentive Plan or at the death of the Maker the entire balance together with ALL accrued interest shall, at our option, become immediately due and payable without notice to the Maker. If the Maker's employment so terminates, WE shall have the right to apply ALL or any part of the balance of the Maker's account in The Northern Trust Company Thrift-Incentive Plan to the balance the Maker owes us under this note. No delay or omission on the part of the holder in exercising any right hereunder shall operate as a waiver of such right or of any other right hereunder or of any other right in this note. A waiver on any occasion shall not be construed as a bar to or waiver of any such right and/or remedy on any future occasion. Whenever an event of default exists, the Maker will pay on demand all costs of collection, legal expenses, and attorney's fees incurred or paid by the holder in collecting or enforcing this note. Questions concerning the agreement will be decided according to the laws of the State of Illinois. Communications in repsect of this note may be sent to your last address on record. By signing below as Borrower, you agree to be bound by the terms and conditions of this Note and Federal Truth-In-Lending Disclosure Statement and acknowledge receiving a copy prior to execution. Borrower Date ---------------------------------------- ------------------------- - -------------------------------------------------------------------------------- THE ENTIRE AMOUNT FINANCED IS DIRECTLY PAID TO THE MAKER IN THE FORM OF A CHECK - -------------------------------------------------------------------------------- EX-4.10 19 ROLLOVER REQ/RELATED DOC EXHIBIT 4.10 (LOGO) THE NORTHERN TRUST COMPANY THRIFT-INCENTIVE PLAN Welcome to the Northern Trust Company! As a new employee you will soon be eligible to participate in many of the Northern's excellent benefit plans. One of these is the Thrift-Incentive Plan (TIP), a tax-qualified savings/investment plan designed to encourage you to save for the future. You will be eligible to join TIP the quarter following completion of one year of service, provided you are age 21. If you were a participant in a tax-qualified plan with a previous employer, you may be eligible to "rollover" (deposit your pre-tax distribution) into TIP. You may even rollover into TIP prior to becoming an active plan member. Details describing the Rollover option are attached. TIP is one of your most valuable employee benefit plans, and is designed to encourage you to save for the future. It offers a sound vehicle for your long-term financial growth, as a savings/investment plan that both you and the Bank can contribute to. You can elect to make voluntary contributions to TIP between 1% and 12% of your base salary. By contributing on a voluntary basis, you can receive an additional matching contribution by the Bank, up to 5% of your base salary, contingent upon the attainment of the Bank's earnings goal. You can also choose how your contributions and the Bank contributions are to be invested. You will be contacted approximately one month prior to the quarter you become eligible to join TIP, and you will be invited to a presentation detailing TIP. If you have any questions about the Thrift-Incentive Plan or the TIP Rollover Option, please contact the TIP area at 444-4416 or 444-7613. BENEFITS DIVISION 1 THE NORTHERN TRUST COMPANY THRIFT INCENTIVE PLAN ROLLOVER GUIDELINES GENERAL ROLLOVER INFORMATION . Rollovers are accepted prior to your becoming eligible to contribute to the Thrift-Incentive Plan (TIP). . The minimum amount for a rollover is $500.00. . All rollover requests require completion of the TIP Rollover Request Form (reverse side of these Guidelines) and supporting documentation as shown on the form. . The taxable portion of a total distribution from a tax-qualified plan, or any portion of a Rollover IRA, is eligible for rollover. . Non-taxable funds, in-service withdrawals or Personal IRA funds will not be accepted in TIP. . Only checks can be accepted for rollover deposit. Stocks, bonds, wire transfers and DTC transfers are not accepted. . Forms, checks and supporting documentation are due at 5:00 p.m., five (5) business days prior to the end of the month to the TIP Administrator, M-8, with fund investment occurring the 1st of the following month. . You may access your rollover money in TIP through loans and withdrawals. For more details, see The Sourcebook: A Guide To Your Future Financial Security. . TIP transactions are processed through the Benefits Express phone system. A Caller Kit will be mailed to you. PROCESSING DIRECT ROLLOVERS . TIP accepts direct rollovers from other tax-qualified plans. Checks should be made payable to: The Northern Trust Company - TIP 50 South LaSalle Street, M-8 Chicago, Illinois 60675 . The check must also reference your name, and your Social Security number is your account number in TIP. . You must provide a completed TIP Rollover Request Form and the supporting documentation, even if the check is being mailed directly to the TIP area. PROCESSING IRA ROLLOVERS . TIP accepts Rollover IRA funds, not Personal IRA funds. All or part of the funds may be rolled over only if the IRA consists solely of the taxable portion of the tax-qualified distribution and its earnings. If any other contributions were made to the IRA, no portion of the IRA is eligible for rollover. . To maintain rollover eligibility, the Internal Revenue Service requires that qualified distributions be rolled over into a qualified plan or Rollover IRA within 60 days of the date of payment of your final distribution. If you are not able to roll over into TIP within the 60 day timeframe, you must deposit the funds into a Rollover IRA. . Failure to deposit a tax-qualified distribution into another tax-qualified plan or Rollover IRA within 60 days of payment will disqualify the entire amount of your distribution from any type of future rollover treatment. The funds would then be ineligible for rollover into TIP. Any questions? Call (312) 444-4416 or (312) 444-7613. 2 TIP ROLLOVER REQUEST PLEASE PRINT: Name:________________________________________________________________________ Last First Middle Social Security #:_____________________________ Ext.:______ Location:________ Signature:_____________________________________ Date:________________________ I have read and understand the Rollover Guidelines on the back of this form. - -------------------------------------------------------------------------------- ROLLOVER AMOUNT I wish to roll over $_________ into the Northern Trust Company Thrift-Incentive Plan (TIP). Attached is my check made payable to: The Northern Trust Company - TIP 50 South LaSalle Street, M-8 Chicago, Illinois 60675 If my check is being mailed directly from another tax-qualified plan, it will also reference my name, and I understand that my Social Security number is my account number in TIP. SUPPORTING DOCUMENTS Required for any rollover: / / Distribution statement from former plan, indicating the taxable portion of the distribution. OR / / 1099R form for a qualified distribution. Required for rollover from an IRA: / / Current period statement of participation from financial institution that maintained the Rollover IRA. - ---------------------------------------------------------------------------- INVESTMENT OF ROLLOVER My rollover should be invested in the following funds in TIP. The total must equal 100%.
Short-Term Bond Fund Balanced Fund Equity Index Fund Focused Growth Fund Fund __________% _________% _________% __________% __________% = 100%
- ---------------------------------------------------------------------------- DEADLINE Forms, checks and supporting documentation are due at 5:00 p.m., five (5) business days prior to the end of the month to the TIP Administrator, M-8, with fund investment occurring the 1st of the following month. 3 THE NORTHERN TRUST COMPANY TIP INVESTMENT OPTIONS FOR ROLLOVERS
- ------------------------------------------------------------------------------------------------------------------- Tip Investment Options Investment Descriptions Investor Profile - ------------------------------------------------------------------------------------------------------------------- The Short-Term Fund Emphasizes stability of principal through Savers not comfortable with fluctuation in investments in high-quality, short-term their principal. The Fund as an exclusive or securities such as CDs, Treasury bills, primary investment may be too conserva- and Treasury notes. tive for long-term investors seeking to achieve growth for retirement. - ------------------------------------------------------------------------------------------------------------------- The Benchmark Pursues the maximum return consistent This option may be appropriate for invest- Bond Portfolio with reasonable risk by investing in a ors who want a portion of their money in broad range of long-term securities with bonds. This fund offers greater income Bond A* an average maturity of 5 to 15 years, potential than money market securities including interest-paying bonds issued by and more investment risk. the U.S. government, banks, and corpora- tions. The value of your investment will fluctuate with changes in interest rates and other market conditions - -------------------------------------------------------------------------------------------------------------------- The Benchmark Pursues long-term capital appreciation Investors looking for a portfolio that will Balanced Portfolio and income through a flexible combination determine by itself what portion of invest- of high-quality stocks, bonds, and money ments should be in stocks and bonds based market securities. on market conditions and will adjust the mix as conditions change. - -------------------------------------------------------------------------------------------------------------------- The Benchmark Equity Seeks to provide investment results that Long-term investors who prefer a portfolio Index Portfolio approximate the performance of the Stand- that replicates a major stock-market index. ard & Poor's 500 Stock Index, which is Eqldx A* comprised of a diversified group of large, well-established corporations. - --------------------------------------------------------------------------------------------------------------------- The Benchmark Focused Seeks long-term capital appreciation mainly Long-term investors who are comfortable Growth Portfolio through stock investments in companies with with the potential risks and rewards of a high growth potential. These companies must portfolio that is actively managed to pro- FOCGR A* have been in operation for at least 5 years. duce long-term capital appreciation. - --------------------------------------------------------------------------------------------------------------------
*When you look up the Benchmark funds under Mutual Fund quotations in the financial section of most newspapers, you should see these abbreviations. The Benchmark Balanced Portfolio abbreviation has not yet been determined. 4 EX-4.11 20 HANDOUT DES BEN EXPRESS EXHIBIT 4.11 August, 1993 (NORTHERN TRUST BENEFITS YOU LOGO) AUGUST USHERS IN NEW TIP OPPORTUNITIES TAKE THE BENEFITS EXPRESS(TM) TO TIP INFORMATION MAKE TIP CHANGES ANY MONTH YOU CHOOSE On August 9, 1993, the Benefits Express(TM) Phone System will be introduced to all TIP participants and the change to monthly processing of TIP information will begin. What this means for you is that you'll be able to get information about TIP and make changes to your TIP account just by picking up the phone. And you'll be able to make those changes in any month you choose. During the week of August 2, 1993, you'll receive your Benefits Express Caller Kit that will include a temporary PERSONAL IDENTIFICATION NUMBER (CALLED A P.I.N.) to enter the system for the first time. When you make your first call, you'll be prompted to select your own permanent P.I.N. It's a good idea to select a number that's easy to remember. If you forget your P.I.N., you'll need to request a new number and the replacement will take a few days. Your kit will also include a CALLER'S CARD that outlines the steps for using Benefits Express and summarizes the features and options of the system. In this memo we'll preview Benefits Express and describe how the change to monthly processing will make TIP more responsive and convenient than ever! HELLO BENEFITS EXPRESS--'BYE 'BYE TIP CHANGE FORMS The introduction of Benefits Express will eliminate the need to complete a paper form to make a change to your TIP account in most (but not all) situations. For example: WHEN YOU WANT TO.... THEN.... Increase or decrease your TIP contributions Call Benefits Express Direct your contributions to different funds Call Benefits Express Transfer existing balances from one fund to another Call Benefits Express Check current balances (including the amounts available for loans and withdrawals) Call Benefits Express Check current investment returns Call Benefits Express Request a loan Call Benefits Express FOR THE RECORD--BENEFITS EXPRESS CONFIRMS YOUR TRANSACTIONS--IN WRITING Each time you complete a transaction through Benefits Express, you will receive a confirmation (on paper) for your records, to document your request. A sample confirmation sheet is included with this memo. 1 FOR YOUR INFORMATION--WHEN YOU'LL STILL NEED A PAPER FORM Although Benefits Express is designed to streamline and automate most of your TIP transactions, there will still be times when you'll need to complete a paper form. For example: WHEN YOU WANT TO.... THEN.... Enroll in TIP for the first time Complete an enrollment form Change your TIP beneficiary Complete a beneficiary designation form Request a financial hardship withdrawal Complete the hardship withdrawal documents Roll over a distribution from the retirement plan of a former employer Complete the rollover forms Direct your distributions at retirement or Complete the termination election termination forms AND REMEMBER.... YOU CAN USE BENEFITS EXPRESS TO REQUEST ANY OF THE FORMS THAT ARE STILL NECESSARY. NOTE: Forms for all transactions will continue to be available for any participant with a special need such as a hearing impairment or for anyone whose primary language is not English. Contact your TIP/ESOP representative to request a form. NEED A TIP CHANGE? PICK A MONTH! At the same time that Benefits Express is being introduced, TIP processing is switching from a quarterly to a monthly schedule. What that means for you is that when you want to make a change to your TIP account, you get to pick the month that you want. We've also increased the number of times you can request a specific transaction....from four times a year to six times a year. The chart below spells out your new opportunities. - --------------------------------------------------------------------------------
NUMBER OF CHANGES TYPE OF REQUEST ALLOWED EACH YEAR MONTH REQUEST (PER CATEGORY) CAN BE MADE - -------------------------------------------------------------------------------- Change the amount of your contribution 6 any - -------------------------------------------------------------------------------- Re-direct your contributions to different funds 6 any - -------------------------------------------------------------------------------- Transfer your existing balances to different funds 6 any - -------------------------------------------------------------------------------- Request a hardship withdrawal or a regular withdrawal 6 any Beginning January 1, 1994, regular withdrawals will have to satisfy a $1,000.00 minimum. The request will be checked against the withdrawal amount available at the time you make the call. Regular withdrawal requests for amounts less than $1,000.00 can no longer be processed. THE MINIMUM WILL NOT APPLY TO HARDSHIP WITHDRAWAL REQUESTS. - -------------------------------------------------------------------------------
NOTE: The rules for loans have not changed; you can still have up to two loans outstanding at any time. New loans can be requested in any month through Benefits Express. 2 DATES TO REMEMBER The switch to a monthly processing schedule creates four key dates to keep in mind: THE MONTHLY DEADLINE This is the latest date that requests for TIP activity can be accepted during the month. It occurs five business days before the end of the month. In August, for example, the monthly deadline will be on the 25th. THE EFFECTIVE DATE This is the date that all change requests are processed. It will occur on the first day of the month following the monthly deadline. Fund transfers, changes in contribution amounts or redirection of contributions will take place on this date. THE DISTRIBUTION DATE This is the date when participants receive loan or withdrawal proceeds, or final distributions in the case of retirements and terminations. It will occur approximately five weeks after the effective date. BENEFITS EXPRESS DATA UPDATE This is the date on which all change information from the first of the month (the effective date) will be loaded into the Benefits Express phone system. Investment returns from the prior month are also updated at this time. The data update typically takes place on the 22nd of the month. As a general rule, when you call Benefits Express you are hearing information from the data update that occurred in the prior month. That update will reflect account balances that are 4-7 weeks "old" depending on when you place your call. In most months you will have an opportunity to base your transaction on the most current information available. This opportunity, which we call the "window period", occurs between the data update for the current month and the monthly deadline. It is generally "open" for 2-4 days. However, in certain months, the window may not be available. For example, the month of February is short and contains a holiday. As a result, the data update may not take place until after the deadline for the month. HERE'S AN EXAMPLE OF HOW THE MONTHLY PROCESSING SCHEDULE WORKS: Joe requests a loan on September 20. His loanable amount reflects the balances from the last data update on August 23. The MONTHLY DEADLINE occurs on September 24. The effect of the loan on Joe's account balances is loaded into Benefits Express on October 21, THE DATA UPDATE. Joe receives the loan amount on November 8, THE DISTRIBUTION DATE. Here's our example, and the months that precede and follow it in a chart form: - ------------------------------------------------------------------------------
APPROXIMATE DATE UPDATE EFFECTIVE CURRENT MONTH DISTRIBUTION (FROM PRIOR MONTH) DEADLINE DATE DATA UPDATE DATE - ------------------------------------------------------------------------------- August 23 August 25 September 1 September 22 October 8 - ------------------------------------------------------------------------------- September 22 September 24 October 1 October 21 November 8 - ------------------------------------------------------------------------------ October 21 October 25 November 1 November 21 December 10 - ------------------------------------------------------------------------------
3 END-OF-QUARTER RESTRICTIONS ON BUYING AND SELLING NORTHERN TRUST COMMON STOCK TO CONTINUE Northern Trust policy does not allow employees to buy or sell Northern Trust Common Stock during the period...beginning 10 business days prior to the end of each quarter...and ending two days after the release of public information regarding Northern Trust's earnings for the quarter. The policy also applies to any TIP transactions--such as loans, withdrawals or transfers of funds-- --that involve the Northern Trust Common Stock Fund. As a result, the TIP monthly processing deadline in the end-of-quarter months (March, June, September and December) will be earlier than in other months. HERE'S A SUMMARY: For TIP transactions that will not change your balance in the Northern Trust Common Stock Fund...the monthly deadline for any month of the year is the fifth business day before the end of the month...for example, September 24. For TIP transactions in any month except March, June, September and December, the monthly processing deadline is five business days before the end of the month...for example, August 25. FOR TIP TRANSACTIONS IN MARCH, JUNE, SEPTEMBER AND DECEMBER THAT WILL CHANGE YOUR BALANCE IN THE NORTHERN TRUST COMMON STOCK FUND, THE MONTHLY DEADLINE IS 10 BUSINESS DAYS BEFORE THE END OF THE MONTH...FOR EXAMPLE, SEPTEMBER 17. Failure to comply with the quarterly restrictions is considered a violation of company policy. HAVE A QUESTION?--YOUR TIP AND ESOP REPRESENTATIVES ARE STILL HERE TO HELP If you have a question about your TIP account, or any of the changes we're introducing, you can still talk to your TIP/ESOP representatives to get information. They can be reached on 444-7613 or 444-4416. 4 TAKE THE BENEFITS EXPRESS TO PLAN INFORMATION 0657, 01-00000001 BRENDA SAMPLE E100 MB082720 Re: Your Contribution Rate Change On September 14, 1993, you called Benefits Express to change your Thrift-Incentive Plan contribution rate. This confirms that your change will be effective on October 1, 1993. As a result of your change, your rate of contribution will be: 5% Before-tax 3% After-tax IF YOU FEEL YOUR REQUEST WAS RECORDED IN ERROR CALL BENEFITS EXPRESS TO CHANGE THIS REQUEST. IF YOUR FUND BALANCES APPEAR TO BE INCORRECT ON A FUTURE STATEMENT, IMMEDIATELEY CONTACT YOUR TIP/ESOP REPRESENTATIVE. Thank you for calling Benefits Express 5 EX-4.12 21 HANDOUT TRANS IN NORTRUS EXHIBIT 4.12 SEPTEMBER 15, 1993 (LOGO) IMPORTANT INFORMATION ON TIP TRANSACTIONS INVOLVING THE NORTHERN TRUST STOCK FUND It is the Northern Trust's policy to prohibit employees from buying or selling Northern Trust stock during the period from 10 business days prior to the end of each calendar quarter to two days after the public release of quarterly earnings information. This rule also applies to any TIP transaction (transfers of funds, loans, withdrawals) involving the Northern Trust Common Stock Fund. Therefore, the deadline for any TIP transactions involving the Northern Trust Common Stock Fund is earlier at the end of a quarter than in other months. . For transactions that will not change your balance in the Northern Trust Common Stock Fund, the deadline for any month of the year is the 5th business day before the end of the month. . For any months other than March, June, September, and December the deadline for all activity is the 5th business day before the end of the month. . For any transaction involving the Northern Trust Common Stock Fund at the end of a calendar quarter, the deadline is the 10th business day prior to the end of the month. In other words, any transaction that will change your balance in the Northern Trust Common Stock Fund (transfers or funds, loans, withdrawals) that is requested after that date is a violation of company policy. EX-5 22 OPINION/ROSSITER, VALENTI EXHIBIT 5 ROSSITER, VALENTINE, RITCHIE & PORTER ATTORNEYS AT LAW - -------------------------------------------------------------------------------- 50 SOUTH LASALLE STREET ~ CHICAGO, ILLINOIS 60675 ~ (312) 630-6000 - -------------------------------------------------------------------------------- January 18, 1994 Northern Trust Corporation 50 South LaSalle Street Chicago, Illinois 60675 RE: Northern Trust Corporation: Registration Statement on Form S-8 Regarding Registration of Additional Participations in Fund D under The Northern Trust Company Thrift-Incentive Plan Gentlemen: In connection with the registration pursuant to the provisions of the Securities Act of 1933, as amended, of an additional $10,000,000 of participations in Fund D under The Northern Trust Company Thrift-Incentive Plan (the "Plan") consisting of shares of Common Stock of Northern Trust Corporation (the "Corporation"), we are of the following opinion: 1. Any and all shares of the Corporation which shall be distributed to participants in the Plan will constitute legally issued, fully paid and non- assessable shares of the Corporation. 2. The Plan and The Northern Trust Company Thrift-Incentive Plan Trust comply with all applicable provisions of the Employee Retirement Income Security Act of 1974 (ERISA). We hereby consent to all references to our firm in the above-captioned Registration Statement and to the use of this opinion as an exhibit to the Registration Statement. ROSSITER, VALENTINE, RITCHIE & PORTER ================================================================================ EX-13 23 ARTHUR ANDERSEN REPORT EXHIBIT 13 TO THE STOCKHOLDERS AND BOARD OF DIRECTORS, NORTHERN TRUST CORPORATION We have audited the accompanying consolidated statement of condition of Northern Trust Corporation ( a Delaware Corporation) and subsidiaries as of December 31, 1992 and 1991, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 1992. These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Northern Trust Corporation and subsidiaries as of December 31, 1992 and 1991, and the results of their operations and their cash flows for the three years in the period ended December 31, 1992 in conformity with generally accepted accounting principles. ARTHUR ANDERSEN & CO. Chicago, Illinois January 19, 1993 EX-22 24 LIST OF SUBSIDIARIES EXHIBIT 22 NORTHERN TRUST CORPORATION SUBSIDIARIES
Percent State of Owned Incorporation -------- ------------- The Northern Trust Company 100% Illinois NorLease, Inc. 100% Delaware The Northern Trust Safe Deposit Company 100% Illinois The Northern Trust International Banking Corp. 100% Edge Act MFC, Inc. 100% Delaware Nortrust Nominees, Ltd. 100% United Kingdom Norsub Corporation 100% Delaware Northern Trust Bank/O'Hare N. A. 100% National Bank Northern Trust Bank/DuPage 100% Illinois Northern Trust of Florida Corporation 100% Florida Northern Trust Bank of Florida N. A. 100% National Bank Subs of NTB/Florida Realnor Properties, Inc. 100% Florida Realnor Special Properties, Inc. 100% Florida Realnor 177, Inc. 100% Florida Realnor Hallendale, Inc. 100% Florida Northern Trust Cayman International, Inc. 100% Cayman Islands Nortrust Realty Management, Inc. 100% Illinois Nortrust of Arizona Holding Corporation 100% Arizona Northern Trust Bank of Arizona N. A. 100% National Bank Northern Trust Securities, Inc. 100% Delaware Northern Investment Management Co. 100% Delaware Northern Investment Corporation 100% Delaware Transatlantic Trust Corporation 25% New Brunswick, Canada
NORTHERN TRUST CORPORATION SUBSIDIARIES (CONTINUED)
Percent State of Owned Incorporation -------- ------------- First Lake Forest Corporation 100% Delaware Northern Trust Bank/Lake Forest N. A. 100% National Bank Northern Trust Services, Inc. 100% Delaware Northern Futures Corporation 100% Delaware The Northern Trust Company of New York 100% New York Northern Securities Services, Canada, Ltd. 100% Ontario, Canada Northern Trust of California Corporation 100% Delaware Northern Trust Bank of California N. A. 100% National Bank Berry, Hartell, Evers & Osborne, Inc. 100% Delaware Northern Trust Bank of Texas N. A. 100% National Bank Fiduciary Services, Inc. 100% Texas
EX-23.1 25 CONSENT EXHIBIT 23.1 CONSENTS OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 of our report dated January 19, 1993, incorporated by reference in Northern Trust Corporation's Annual Report on form 10-K for the year ended December 31, 1992 and to all references to our firm included in this registration statement. Arthur Andersen & Co. Chicago, Illinois January 19, 1994 As independent public accountants, Hill, Taylor & Co. hereby consent to the incorporation by reference in this Form S-8 of our report dated April 9, 1993, included in the Northern Trust Company's Thrift-Incentive Plan Annual Report on Form 11-K for the year ended December 31, 1992 and to all references to our firm included in this registration statement. Hill, Taylor & Co. Chicago, Illinois January 19, 1994 CONSENT OF ATTORNEYS The consent of Rossiter, Valentine, Ritchie & Porter to the filing of their opinion as an exhibit to this Registration Statement is contained in their opinion filed as Exhibit 5 hereto. EX-24 26 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS: That the undersigned officers and directors of Northern Trust Corporation hereby severally constitute and appoint David W. Fox and Peter L. Rossiter, and each of them singly, our true and lawful attorneys and agents with full power to them and each of them singly, to sign for us in our names in the capacities indicated below a Registration Statement on Form S-8 relating to the sale of interests in The Northern Trust Company Thrift- Incentive Plan and shares of Common Stock of Northern Trust Corporation any and all amendments (including post-effective amendments) to such a Registration Statement and to file any of the foregoing, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Northern Trust Corporation to comply with the provisions of the Securities Act of 1933, as amended and all regulations of the Securities and Exchange Commission thereunder, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any one of them, to said Registration Statement, and any and all amendments thereto, and all that said attorneys and agents, or any of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned have hereunto executed this Power of Attorney this 17th day of August, 1993. /s/ David W. Fox - ----------------------------------- David W. Fox Chairman of the Board, President, Chief Executive Officer and Director /s/ John H. Robinson - ------------------------------------ John H. Robinson Senior Vice President and Controller /s/ Perry R. Pero - ------------------------------------ Perry R. Pero Senior Executive Vice President and Chief Financial Officer /s/ Worley H. Clark - ------------------------------------ WORLEY H. CLARK Director /s/ Robert S. Hamada - ------------------------------------ ROBERT S. HAMADA Director /s/ Robert A. Helman - ------------------------------------ ROBERT A. HELMAN Director /s/ Arthur L. Kelly - ------------------------------------ ARTHUR L. KELLY Director /s/ Ardis Kranik - ------------------------------------ ARDIS KRANIK Director /s/ Robert D. Krebs - ------------------------------------ ROBERT D. KREBS Director /s/ William G. Mitchell - ------------------------------------ WILLIAM G. MITCHELL Director /s/ William A. Pogue - ------------------------------------ WILLIAM A POGUE Director /s/ Harold B. Smith - ------------------------------------ HAROLD B. SMITH Director /s/ William D. Smithburg - ------------------------------------ WILLIAM D. SMITHBURG Director /s/ Bide L. Thomas - ------------------------------------ BIDE L. THOMAS Director STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) I, Victoria Antoni, a Notary Public in and for said County, in the aforesaid State, DO HEREBY CERTIFY that the above-named directors and officers of Northern Trust Corporation, personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person, and severally acknowledged that they signed and delivered the said instrument as their free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 17th day of August, 1993. /s/ Victoria Antoni __________________________ NOTARY PUBLIC My Commission Expires: 7-25-95 ------------------- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the undersigned directors of NORTHERN TRUST CORPORATION hereby severally constitute and appoint DAVID W. FOX and PETER L. ROSSITER, and each of them singly, our true and lawful attorneys and agents with full power to them and each of them singly, to sign for us in our names in the capacities indicated below a Registration Statement on Form S-8 relating to the sale of interests in The Northern Trust Company Thrift-Incentive Plan and shares of Common Stock of Northern Trust Corporation any and all amendments (including post-effective amendments) to such a Registration Statement and to file any of the foregoing, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to such attorneys and agents, and each of them, full power of substitution and revocation in the premises, and generally to do all such things in our name and behalf in our capacities as directors to enable Northern Trust Corporation to comply with the provisions of the Securities Act of 1933, as amended and all regulations of the Securities and Exchange Commission thereunder, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any one of them, to said Registration Statement, and any and all amendments thereto, and all that said attorneys and agents, or any of them, may do or cause to be done by virtue of these presents. IN WITNESS WHEREOF, the undersigned have hereunto executed this Power of Attorney this 18th day of January, 1994. /s/ William A. Osborn - ---------------------------- William A. Osborn Director /s/ Barry G .Hastings - ---------------------------- Barry G. Hastings Director /s/ John S. Sutfin - ---------------------------- John S. Sutfin Director STATE OF ILLINOIS ) )SS COUNTY OF C O O K ) I, Victoria Antoni, a Notary Public in and for said County, in the aforesaid State, DO HEREBY CERTIFY that the above-named directors of Northern Trust Corporation, personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person, and severally acknowledged that they signed and delivered the said instrument as their free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this 18th day of January, 1994. /s/ Victoria Antoni ---------------------------- NOTARY PUBLIC My Commission Expires: 7/25/95 --------- CERTIFIED COPY OF RESOLUTION OF NORTHERN TRUST CORPORATION BOARD OF DIRECTORS AUGUST 17, 1993 RESOLVED, that the Chairman of the Board of Directors, the President, any Senior Executive Vice President, the Treasurer and the Assistant Treasurer of this Corporation be, and each of them hereby is, authorized, in the name and on behalf of the Corporation, to execute and file with the Securities and Exchange Commission a Registration Statement on Form S-8 under the Securities Act of 1933 relating to the sale pursuant to The Northern Trust Company Thrift-Incentive Plan of shares of Common Stock of Northern Trust Corporation and the Plan interests related thereto, such shares not to exceed $10,000,000 in aggregate market price as of the date used to determine the filing fee for such Registration Statement, and any amendments (including post-effective amendments) to such Registration Statement, with all exhibits and other documents in connection therewith; FURTHER RESOLVED that each such officer be, and he hereby is authorized and directed to take any and all actions and to do any and all things that may be necessary in connection with the execution and filing of such Registration Statement, and any amendments thereto (including post- effective amendments), together with any accompanying exhibits and documents, and which such officer deems to be in the best interests of the Corporation; and FURTHER RESOLVED that David W. Fox and Peter L. Rossiter, and each of them, be and they are hereby authorized and empowered, as attorneys-in-fact and agents, to execute such Registration Statement, and any amendments thereto (including post-effective amendments), together with any accompanying exhibits and documents, for and on behalf of any of the above officers of the Corporation signing such Registration Statement, and any amendments thereto (including post-effective amendments), together with any accompanying exhibits and documents, on behalf of the Corporation. _____________________________________________________________ I, Victoria Antoni, do hereby certify that I am Assistant Secretary of Northern Trust Corporation, a Delaware corporation; that the above is a true and complete copy of the Resolution duly adopted at a meeting of the Board of Directors held on August 17, 1993, at which a quorum for the transaction of business was present and acted throughout. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said Northern Trust Corporation this 17th day of August, 1993. /s/ Victoria Antoni __________________________ Victoria Antoni Assistant Secretary -----END PRIVACY-ENHANCED MESSAGE-----