Exhibit 4 (g)
TRUST AGREEMENT
OF
NTC CAPITAL III
THIS TRUST AGREEMENT is made as of December 27, 1996 (this "Trust
Agreement"), by and among Northern Trust Corporation, a Delaware corporation, as
Depositor (the "Depositor"), and First Chicago Delaware Inc., a Delaware
corporation, as trustee ("First Chicago"), and Xxxxxx X. Xxxxx, as trustee
(jointly, the "Trustees"). The Depositor and the Trustees hereby agree as
follows:
1. The trust created hereby shall be known as "NTC Capital III" (the
"Trust"), in which name the Trustees or the Depositor, to the extent provided
herein, may conduct the business of the Trust, make and execute contracts, and
xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10. Such amount shall constitute the initial trust estate,
which will be held in trust for the Depositor. It is the intention of the
parties hereto that the Trust created hereby constitute a business trust under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. (s) 3801, et seq. (the
"Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Trustees are hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State in
such form as the Trustees may approve.
3. The Depositor and the Trustees will enter into an amended and restated
Trust Agreement or Trust Agreement satisfactory to each such party and
substantially in the form to be included as an exhibit to the Registration
Statement on Form S-3 (the "1933 Act Registration Statement") referred to below,
or in such other form as the Trustees and the Depositor may approve, to provide
for the contemplated operation of the Trust created hereby and the issuance of
the Preferred Securities and Common Securities referred to therein. Prior to
the execution and delivery of such amended and restated Trust Agreement or Trust
Agreement and the Trustees shall not have any duty or obligation hereunder or
with respect of the trust estate, except as otherwise required by applicable law
or as may be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or otherwise.
Notwithstanding the foregoing, the Trustees may take all actions deemed proper
as are necessary to effect the transactions contemplated herein.
4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and to execute, in the case of the 1933
Act Registration Statement and 1934 Act Registration Statement (as herein
defined), on behalf of the Trust, (a) the 1933 Act Registration Statement,
including pre-effective or post-effective amendments to such Registration
Statement, relating to the registration under the Securities Act of 1933, as
amended (the "1933 Act"), of the Preferred Securities of the Trust, (b) any
preliminary prospectus or prospectus or supplement thereto relating to the
Preferred Securities required to be filed pursuant under the 1933 Act, and (c) a
Registration Statement on Form 8-A or other appropriate form (the "1934 Act
Registration
Statement") (including all pre-effective and post-effective amendments thereto)
relating to the registration of the Preferred Securities of the Trust under the
Securities Exchange Act of 1934, as amended; (ii) to file with the New York
Stock Exchange and execute on behalf of the Trust a listing application and all
other applications, statements, certificates, agreements and other instruments
as shall be necessary or desirable to cause the Preferred Securities to be
listed on the New York Stock Exchange; (iii) to file and execute on behalf of
the Trust such applications, reports, surety bonds, irrevocable consents,
appointments of attorney for service of process and other papers and documents
as shall be necessary or desirable to register the Preferred Securities under
the securities or "Blue Sky" laws of such jurisdictions as the Depositor, on
behalf of the Trust, may deem necessary or desirable; and (iv) to execute,
deliver and perform on behalf of the Trust, an underwriting agreement with the
Depositor and the underwriter or underwriters of the Preferred Securities of the
Trust. In the event that any filing referred to in clauses (i)-(iii) above is
required by the rules and regulations of the Commission, the New York Stock
Exchange or state securities or Blue Sky laws to be executed on behalf of the
Trust by the Trustees, in their capacities as trustees of the Trust, the
Trustees, in their capacities as trustees of the Trust, are hereby authorized
and directed to join in any such filing and to execute on behalf of the Trust
any and all of the foregoing, it being understood that First Chicago, in its
capacity as trustee of the Trust, shall not be required to join in any such
filing or execute on behalf of the Trust any such document unless required by
the rules and regulations of the Commission, the New York Stock Exchange or
state securities or Blue Sky laws. In connection with all of the foregoing, the
Trustees, solely in their capacities as trustees as the Trust, and the Depositor
hereby constitute and appoint Xxxxxx X. Xxxxx as his or its, as the case may be,
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for the Depositor or the Depositor's name, place and stead, in
any and all capacities, to sign any and all amendments (including all pre-
effective and post-effective amendments) to the 1933 Act Registration Statement
and the 1934 Act Registration Statement and to file the same, with all exhibits
thereto, and any other documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as the Depositor
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his respective substitute or substitutes, shall do
or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of trustees of the Trust initially shall be two and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware. Subject to the foregoing, the Depositor is entitled to
appoint or remove without cause any trustee of the Trust at any time. Any
trustee of the Trust may resign upon thirty days' prior notice to the Depositor.
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7. First Chicago, in its capacity as a trustee of the Trust, shall not
have any of the powers and duties of the Trustees set forth herein and shall be
a trustee of the Trust for the sole purpose of satisfying the requirements of
Section 3807 of the Business Trust Act.
8. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (with regard to conflict of laws
principles).
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.
NORTHERN TRUST CORPORATION,
as Depositor
By: /s/ Xxxxx X. Short
-----------------------------
Name: Xxxxx X. Short
Title: Senior Vice President
FIRST CHICAGO DELAWARE INC.
as Trustee
By:
-----------------------------
Name:
Title:
/s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx, as Trustee
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