EXHIBIT NUMBER (10)(xiv)(2)
TO 1997 FORM 10-K
SECOND AMENDMENT TO RIGHTS AGREEMENT
THIS SECOND AMENDMENT is made as of November 18, 1997 among Northern Trust
Corporation, a Delaware corporation (the "Company"), and Norwest Bank Minnesota,
National Association, a national banking association (the "Rights Agent").
WHEREAS, the Company and Xxxxxx Trust and Savings Bank ("Xxxxxx") entered
into a Rights Agreement dated as of October 17, 1989 and a First Amendment
thereto dated as of September 17, 1997 (collectively, the "Rights Agreement");
WHEREAS, effective as of November 10, 1997 Xxxxxx was removed as Rights
Agent under the Rights Agreement and Norwest Bank Minnesota, National
Association was appointed to serve as successor Rights Agent under the Rights
Agreement;
WHEREAS, the Company and the Rights Agent may from time to time supplement
or amend the Rights Agreement pursuant to Section 27 of the Rights Agreement;
WHEREAS, no Distribution Date (as defined in the Rights Agreement) has
occurred;
WHEREAS, an appropriate officer of the Company has delivered a certificate
to the Rights Agent which states that this Second Amendment complies with the
terms of Section 27 of the Rights Agreement; and
WHEREAS, all acts and things necessary to make this Second Amendment a
valid, legal and binding instrument of the Company and the Rights Agent have
been duly done, performed and fulfilled, and the execution and delivery hereof
by each of the Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent, respectively;
NOW, THEREFORE, the Company and the Rights Agent hereby agree that:
1. Pursuant to Section 27 of the Rights Agreement, the stock legend set
forth in Section 3(c) of the Rights Agreement is hereby amended by revising the
first sentence thereof to read as follows:
"This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in a Rights Agreement between Northern Trust
Corporation and the Rights Agent thereunder dated as of October 17, 1989,
as the same may have been or may be amended, restated or supplemented from
time to time (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal executive offices of Northern Trust Corporation."
2. The term "Agreement" as used in the Rights Agreement shall be deemed
to refer to the Rights Agreement as amended hereby.
3. This Second Amendment may be executed in two or more counterparts,
each of such counterparts shall for all purposes be deemed to be an original and
all such counterparts shall together constitute but one and the same instrument.
Terms not defined herein shall, unless the context otherwise requires, have the
meanings assigned to such terms in the Rights Agreement.
4. In executing and delivering this Second Amendment, the Rights Agent
shall be entitled to all of the privileges and immunities afforded to the Rights
Agent under the terms and conditions of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly executed and attested, all as of the day and year first above written.
NORTHERN TRUST CORPORATION
Attest:
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxx
Title: Secretary Title: Executive Vice President
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
Attest:
By: /s/ Barabar X. Xxxxx By: /s/ Xxxxx X. Rosengen
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Name: Barabar X. Xxxxx Name: Xxxxx X. Rosengen
Title: Vice President Title: Vice President
