Exhibit 10(viii)
NORTHERN TRUST
CORPORATION
SUPPLEMENTAL PENSION
PLAN
(As Amended and Restated
Effective January 1, 2009)
The Northern Trust Company
Supplemental Plan was adopted on September 16, 1975 and
amended through December 16, 1986. The portions of that plan
that pertained to The Northern Trust Company Pension Plan were
amended and restated by The Restated Supplemental Pension Plan for
Employees of The Northern Trust Company, initially adopted
effective September 1, 1989, restated effective
September 1, 1989, further amended and restated effective
January 1, 1996 and May 1, 1996 and further amended
effective May 1, 1998 (“the Restated Supplemental
Pension Plan”). Effective as of July 20, 1999, the
assets and obligations of the Restated Supplemental Pension Plan
were transferred by The Northern Trust Company to its parent
corporation, Northern Trust Corporation and from and after such
date the Northern Trust Corporation became the sponsor of the
Restated Supplemental Pension Plan. Northern Trust Corporation
further amended and restated the Restated Supplemental Pension Plan
effective July 20, 1999 to reflect the transfer of assets and
obligations thereof to Northern Trust Corporation and certain other
changes. At that time, the Restated Supplemental Pension Plan was
designated the “Northern Trust Corporation Supplemental
Pension Plan.”
Northern Trust Corporation now
hereby further amends and restates the Northern Trust Corporation
Supplemental Pension Plan, generally effective January 1, 2009
(with such other effective dates as are noted herein) to comply
with various changes in applicable law, including the American Jobs
Creation Act of 2004, and to make certain other changes.
ARTICLE I
DEFINITIONS
Wherever used herein the following
terms shall have the meanings hereinafter set forth:
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1.1
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“Annuity
Starting Date” means the first day of the calendar month next
following the calendar month in which a Participant incurs a Break
in Service under the Qualified Plan.
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1.2
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“Beneficiary” means the individual
designated by the Participant to receive any survivor benefits
payable under the Plan. If the Participant does not designate a
Beneficiary, or if the designation is ineffective for any reason,
as determined by the Committee, the Participant’s Beneficiary
shall be:
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(a)
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The
Participant’s Spouse or, if none,
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(b)
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the
Participant’s children (in equal amounts) or, if
none,
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(c)
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the
Participant’s parents (in equal amounts) or, if
none,
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(d)
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the
Participant’s brothers and sisters (in equal amounts) or, if
none,
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(e)
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the
Participant’s estate.
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1.3
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“Board” means the Board of Directors
of the Corporation.
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1.4
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A “Change
in Control” shall be deemed to have occurred if the event set
forth in any one of the following paragraphs shall have
occurred:
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(a)
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Any Person is
or becomes the Beneficial Owner, directly or indirectly, of
securities of Northern Trust Corporation (the
“Corporation”) (not including in the securities
Beneficially Owned by such Person any securities acquired directly
from the Corporation or its Affiliates) representing 20% or more of
the combined voting power of the Corporation’s then
outstanding securities, excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in
clause (i) of paragraph (c) below; or
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(b)
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The election to
the Board of Directors of the Corporation, without the
recommendation or approval of two thirds of the incumbent Board of
Directors of the Corporation, of the lesser of (i) three
directors; or (ii) directors constituting a majority of the
number of directors of the Corporation then in office,
provided , however , that directors whose initial
assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent
solicitation, relating to the election of directors of the
Corporation will not be considered as incumbent members of the
Board of Directors of the Corporation for purposes of this section;
or
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(c)
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There is
consummated a merger or consolidation of the Corporation or any
direct or indirect subsidiary of the Corporation with any other
company, other than (i) a merger or consolidation which would
result in the voting securities of the Corporation outstanding
immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent
thereof), at least 60% of the combined voting power of the
securities of the Corporation or such surviving entity or any
parent thereof outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to
implement a recapitalization of the Corporation (or similar
transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Corporation (not
including in the securities Beneficially Owned by such Person any
securities acquired directly from the Corporation or its
Affiliates) representing 20% or more of the combined voting power
of the Corporation’s then outstanding securities;
or
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(d)
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The
stockholders of the Corporation approve a plan of complete
liquidation or dissolution of the Corporation or there is
consummated an agreement for the sale or disposition by the
Corporation of all or substantially all of the Corporation’s
assets, other than a sale or disposition by the Corporation of all
or substantially all of the Corporation’s assets to an
entity, at least 60% of the combined voting power of the voting
securities of which are owned by stockholders of the Corporation in
substantially the same proportions as their ownership of the
Corporation immediately prior to such sale.
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Notwithstanding the foregoing, a
“Change in Control” shall not be deemed to have
occurred by virtue of the consummation of any transaction or series
of integrated transactions immediately following which the record
holders of the common stock of the Corporation immediately prior to
such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity which
owns all or substantially all of the assets of the Corporation
immediately following such transaction or series of
transactions.
For purposes of this
Section 1.4 and Section 1.18 (where applicable) the
following definitions shall apply:
“Affiliate” shall have
the meaning set forth in Rule 12b-2 under Section 12 of the
Exchange Act; “Beneficial Owner” shall have the meaning
set forth in Rule 13d-3 under the Exchange Act, except that a
Person shall not be deemed to be the Beneficial Owner of any
securities with respect to which such Person has properly filed a
Form 13-G; “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended from time to time; and
“Person” shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not
include (i) the Corporation or any of its Affiliates,
(ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation or any of its
subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities or
(iv) a corporation owned, directly or indirectly, by the
stockholders of the Corporation in substantially the same
proportions as their ownership of stock of the
Corporation.
In accordance with the Qualified
Plan, each Participant’s Supplemental Pension Benefit shall
become fully vested and nonforfeitable upon the occurrence of a
Change in Control. Any Supplemental Pension Benefit accrued for any
such Participant following such Change in Control shall also be
fully vested and nonforfeitable.
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1.5
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“Code” means the Internal Revenue
Code of 1986, as amended from time to time, and any regulations
promulgated thereunder.
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1.6
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“Committee” means the Employee
Benefit Administrative Committee of the Company, as constituted
from time to time, which has the responsibility for administering
the Qualified Plan.
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1.7
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“Company” means The Northern Trust
Company, an Illinois banking corporation; the Corporation; and such
subsidiaries and affiliates of the Corporation as shall adopt the
Plan.
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1.8
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“Corporation” means Northern Trust
Corporation, a Delaware corporation, and, to the extent provided in
Section 7 .8 below, any successor corporation or other entity
resulting from a merger or consolidation into or with the Company
or a transfer or sale of substantially all of the assets of the
Company.
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1.9
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“EBIC” means the Employee Benefit
Investment Committee of the Company, as constituted from time to
time, which has responsibility for overseeing the investment of the
assets attributable to the Plan.
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1.10
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“409A
Amount” means the portion of the Participant’s
Supplemental Pension Benefit that consists of amounts deferred in
taxable years beginning after December 31, 2004, as determined
in accordance with Code Section 409A and applicable
regulations promulgated thereunder. The amount of the Supplemental
Pension Benefit that is considered deferred on or before
December 31, 2004 equals the present value of the amount to
which the Participant would have been entitled under the Plan if
the Participant had voluntarily terminated service from the Company
without cause on December 31, 2004, and received a payment of
the Supplemental Pension Benefit available from the Plan on the
earliest possible date allowed under the Plan to receive a payment
of benefits following the termination of service, and received the
Supplemental Pension Benefit in the form with the maximum value
(the “Grandfathered Amount”); provided, however, that
for any subsequent taxable year of the Participant, the
Grandfathered Amount may increase to equal the present value of the
Supplemental Pension Benefit the Participant actually becomes
entitled to, in the form and at the time actually paid, determined
under the terms of the Plan (including applicable limits under the
Internal Revenue Code), as in effect on October 3, 2004,
without regard to any further services rendered by the Participant
after December 31, 2004, or any other events affecting the
amount of or the entitlement to the Supplemental Pension Benefit
(other than the Participant’s election with respect to the
time or form of an available benefit). For purposes of calculating
the present value of the Supplemental Pension Benefit as described
in the preceding sentence, the actuarial assumptions and methods
used to value benefits under the Qualified Plan shall be
used.
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1.11
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“Key
Employee” means a Participant who is a “specified
employee” within the meaning of Code
Section 409A(a)(2)(B)(i). The Company’s Key Employees
shall be identified annually pursuant to
Section 3.8.
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1.12
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“Modified
Pension Benefit” means the Qualified Plan Pension Benefit
determined as of a Participant’s Annuity Starting Date under
the Plan, with the following modifications:
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(a)
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Code
Section 401(a)(17) and Section 415 restrictions shall be
disregarded;
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(b)
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(i)
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January 1, 2002 through April 30,
2004 : Any amounts of the
cash portion of performance-based incentive compensation awarded on
or after January 1, 2002 through April 30, 2004 under the
Northern Trust Corporation Annual Performance Plan, the Northern
Trust Corporation Management Performance Plan and the Specialized
Incentive Plan, the receipt of which is deferred under the Northern
Trust Corporation Deferred Compensation Plan and which would have
been taken into account as Compensation under the Qualified Plan if
not deferred, will be taken into account as Compensation as if such
amounts were not so deferred;
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(ii)
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May 1,
2004 and thereafter : Any
amounts of the cash portion of performance-based incentive
compensation awarded on or after May 1, 2004 under the
Northern Trust Corporation Management Performance Plan or as
Northern Performance Incentives, Northern Sales Incentives and/or
Northern Technical Incentives under the Northern Partners Incentive
Plan, the receipt of which is deferred under the Northern Trust
Corporation Deferred Compensation Plan and which would have been
taken into account as Compensation under the Qualified Plan if not
deferred, will be taken into account as Compensation as if such
amounts were not so deferred; and
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(c)
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Anything in the
Plan to the contrary notwithstanding, in the event a Participant is
entitled to additional deemed age and service credit under the Plan
pursuant to an Employment Security Agreement, such Participant
shall be deemed to have up to an additional 36 months of age and
service, as provided in such Participant’s Employment
Security Agreement, for all purposes in determining eligibility for
and calculation of the Participant’s Modified Pension
Benefit.
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1.13
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“Modified
Survivor Benefit” means the Qualified Plan Survivor Benefit
determined as of a Participant’s Annuity Starting Date under
the Plan, with the following modifications:
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(a)
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Code
Section 401(a)(17) and Section 415 restrictions shall be
disregarded;
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(b)
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(i)
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January 1, 2002 through April 30,
2004 : Any amounts of the
cash portion of performance-based incentive compensation awarded on
or after January 1, 2002 through April 30, 2004 under the
Northern Trust Corporation Annual Performance Plan, the Northern
Trust Corporation Management Performance Plan and the Specialized
Incentive Plan, the receipt of which is deferred under the Northern
Trust Corporation Deferred Compensation Plan and which would have
been taken into account as Compensation under the Qualified Plan if
not deferred, will be taken into account as Compensation as if such
amounts were not so deferred;
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(ii)
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May 1,
2004 and thereafter : Any
amounts of the cash portion of performance-based incentive
compensation awarded on or after May 1, 2004 under the
Northern Trust Corporation Management Performance Plan or as
Northern Performance Incentives, Northern Sales Incentives and/or
Northern Technical Incentives under the Northern Partners Incentive
Plan, the receipt of which is deferred under the Northern Trust
Corporation Deferred Compensation Plan and which would have been
taken into account as Compensation under the Qualified Plan if not
deferred, will be taken into account as Compensation as if such
amounts were not so deferred; and
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1.14
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“Participant” means any employee of
the Company who is a participant under the Qualified Plan as
described in section 2 .1 of the Plan and to whom or with respect
to whom a benefit is payable under the Plan. Anything in the Plan
to the contrary notwithstanding, in the event an employee of the
Company is entitled to additional deemed age and service credit
under the Plan pursuant to an Employment Security Agreement and is
an Eligible Employee as defined in the Qualified Plan,
“Participant” shall also include any such employee who
is not then a participant in the Qualified Plan but who would be a
participant in the Qualified Plan if such employee met applicable
service requirements for participation in the Qualified
Plan.
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1.15
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“Payment
Date” means, with respect to a Participant who incurs a
Separation from Service for any reason other than the
Participant’s death prior to his Annuity Starting Date, the
first day of the second calendar month following the calendar month
in which the Participant incurs such Separation from Service,
provided, however, that in the case of a Participant a portion of
whose Supplemental Pension Benefit consists of a Grandfathered
Amount, the Participant’s Payment Date with respect to such
Grandfathered Amount shall be the first day of the second month
following the calendar month in which the Participant incurs a
Break in Service under the Qualified Plan.
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1.16
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“Plan” means the Northern Trust
Corporation Supplemental Pension Plan, as amended from time to
time.
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1.17
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“Plan
Year” means the calendar year.
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1.18
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A
“Potential Change in Control” shall be deemed to have
occurred if the event set forth in any one of the following
paragraphs shall have occurred:
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(a)
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The Corporation
enters into an agreement, the consummation of which would result in
the occurrence of a Change in Control;
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(b)
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The Corporation
or any Person publicly announces an intention to take or to
consider taking actions which, if consummated, would constitute a
Change in Control;
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(c)
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Any Person
becomes the Beneficial Owner, directly or indirectly, of securities
of the Corporation representing 15% or more of either the then
outstanding shares of common stock of the Corporation or the
combined voting power of the Corporation’s then outstanding
securities (not including in the securities beneficially owned by
such Person any securities acquired directly from the Corporation
or its Affiliates); or
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(d)
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The Board
adopts a resolution to the effect that, for purposes of this Plan,
a Potential Change in Control has occurred.
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1.19
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“Qualified Plan” means The Northern
Trust Company Pension Plan as amended and restated effective
January 1, 2002, and as further amended from time to time, and
each predecessor, successor or replacement employees’ pension
plan.
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1.20
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“Qualified Plan Pension Benefit”
means the aggregate pension benefit payable to a Participant
pursuant to the Qualified Plan by reason of his termination of
employment with the Company and all Related Companies.
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1.21
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“Qualified Plan Survivor Benefit”
means the aggregate survivor benefit payable to a Beneficiary of a
Participant pursuant to Section
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