Exhibit (10)(v)
August 27, 1999
Xxxxxx X. Xxxxxxxx
Vice President
U.S. Trust Company of California, N.A.
000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000-0000
Subject: Direction Re: Merger of Rabbi Trusts
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Dear Xxxxxx:
Pursuant to Section 8(h) of both the Restated Supplemental Employee Trust
Agreement, as amended, and Deferred Compensation Plans Agreement, as amended,
under which trusts you are successor trustee effective August 31, 1999, on
behalf of The Northern Trust Company and Northern Trust Corporation, the
respective grantors under the trusts, I direct you (i) to merge the assets of
the Supplemental Employee Trust with the assets of the Deferred Compensation
Plans Trust by transferring the assets of the Supplemental Employee Trust to the
Deferred Compensation Plans Trust, the merged assets to be administered under
the Deferred Compensation Trust and (ii) to terminate the Supplemental Employee
Trust, all effective September 1, 1999.
Sincerely,
/s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
Retirement Plans Manager
Second Vice President
cc: Xxxx Xxxxxxxx, Northern Trust/HR Benefits
Xxxx Xxxx, Northern Trust/Legal
AMENDMENT TO THE RESTATED
SUPPLEMENTAL EMPLOYEE TRUST AGREEMENT
Pursuant to Section 12(a) of the Trust Agreement dated June 18, 1996
("Trust") established by The Northern Trust Company ("Company"), Company and
U.S. Trust Company, National Association, as successor trustee ("Trustee"),
hereby amend the Trust as follows:
1. By substituting "60" for "30" in each of the places it occurs in the
second sentence of Section 7.
2. By adding the following two sentences to Section 7:
"The Trustee shall maintain a separate account with respect to each Plan
reflecting the contributions applicable to such Plan, earnings thereon,
distributions to participants in such Plan and their beneficiaries, and payment
of administrative expenses applicable to such Plan. The assets applicable to
each Plan shall be used solely to provide benefits to the participants in such
Plan and their beneficiaries, and to pay administrative expenses applicable to
such Plan."
3. By adding the following new paragraph (g) to Section 8:
(g) The Company shall indemnify and hold the Trustee harmless from and
against all loss or liability (including expenses and reasonable attorneys'
fees), to which it may be subject by reason of its execution of its duties
under this Trust, or by reason of any acts taken in good faith in
accordance with any directions, or acts omitted in good faith due to
absence of directions, from the Company or a participant unless, and only
to the extent, such loss or liability is due to the Trustee's negligence or
willful misconduct.
4. By adding the following new paragraph (h) to Section 8:
(h) At the direction of Company, Trustee shall have the authority to
merge at any time all the Trust assets with the assets of any other trust
held by the same Trustee for the benefit of the same beneficiaries or
beneficiaries of other deferred compensation plans established by Company
or its affiliates and upon substantially the same terms and conditions as
those set forth herein and, at the Company's direction, either to
administer the merged assets as a single trust hereunder or transfer the
Trust property to that other trust, to be administered under the instrument
governing that other trust, and thereafter to terminate the Trust hereunder
as a separate entity. Notwithstanding the preceding sentence, the assets
attributable to the interest of a beneficiary under any such deferred
compensation plan held under the trust with which this Trust is merged, as
determined immediately after the merger, shall not, as a result of the
merger, be less than the assets attributable to the interest of such
beneficiary under the trust immediately prior to the effective date of the
merger.
5. By adding the following sentence to Section 11:
"No successor Trustee shall be personally liable for any act or
omission of any predecessor."
IN WITNESS WHEREOF, Company and Trustee have caused this amendment to be
executed by their respective officers thereunto duly authorized on this 31st day
of August, 1999.
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Its: Senior Vice President
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U.S. TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By: /s/ Xxxxxx Xxxxxxxx
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Its: Senior Vice President
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