Exhibit Number (10)(ii)
to 9/30/96 Form 10-Q
FIRST
AMENDMENT
TO
NORTHERN TRUST COMPANY
EMPLOYEE STOCK OWNERSHIP TRUST
THIS AGREEMENT is made as of the 21st day of February 1995 by and between
THE NORTHERN TRUST COMPANY, an Illinois state bank of Chicago, Illinois (the
"Company"), and NATIONSBANK, as trustee (the "Trustee");
WHEREAS, the Company and the Trustee executed the NORTHERN TRUST COMPANY
EMPLOYEE STOCK OWNERSHIP TRUST agreement (the "Trust") dated the 26th day of
January, 1988; and
WHEREAS, the Company and the Trustee desire to amend the Trust pursuant to
Section 7.1;
NOW, THEREFORE, the sections of the Trust set forth below are amended as
follows, but all other sections of the Trust shall remain in full force and
effect.
1. The second sentence of Section 1.2 is amended in its entirety to read
as follows:
The Company shall furnish to the Trustee at the time of its appointment and
from time to time thereafter the name and specimen signature of each Committee
member or agent of the Committee upon whose statement the Trustee is authorized
to rely.
2. Section 3.1 is hereby amended by adding the following paragraph:
Notwithstanding the foregoing, the Committee may appoint a Paying Agent
(including the Company) to make distributions from the Trust Fund through an
account established by the Committee with such Paying Agent for such purpose
after written notice to the Trustee that such an appointment has been made and
that an account has been so established. The Trustee shall make such deposits
from the Trust Fund to such an account as the Committee may from time to time
direct.
3. Section 4.1 is amended by inserting the following language at the end
thereof:
Anything contained herein to the contrary notwithstanding, any part or all
of the assets of the Trust Fund may be deposited with The Northern Trust
Company, an Illinois corporation, of Chicago, Illinois, as Trustee under that
certain "Declaration of Trust creating the Collective Employee Benefit Trust
Fund of The Northern Trust Company" dated October 2, 1961, as the same may be
amended from time to time, such funds to be held and invested by The Northern
Trust Company as such Trustee pursuant to all the terms and conditions of such
Declaration, which is hereby incorporated by reference.
IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment
to be executed and their respective corporate seals to be affixed and attested
by their respective corporate officers on the day and year first written above.
THE NORTHERN TRUST COMPANY
By: /s/ Xxxxxx X. Xxxxx, Xx.
------------------------
Its: Senior Vice President
ATTEST:
/s/ Xxxxxxxx Xxxxxx
-------------------------
Its: Assistant Secretary
NATIONSBANK
By: /s/
-------------------------
Its: Vice President
ATTEST:
/s/
-------------------------
Its: Assistant Secretary
