Exhibit 10(i)
NORTHERN TRUST
CORPORATION
MANAGEMENT PERFORMANCE
PLAN
(As Amended and Restated
Effective July 15, 2008)
The purposes of the Northern Trust
Corporation Management Performance Plan (the “Plan”)
are to (i) promote the achievement of superior financial and
operating performance of Northern Trust Corporation and its
subsidiaries (the “Corporation”), and to further the
objective of delivering unrivaled service quality to clients
through the awarding of annual cash incentives to participants in
the Plan (“Participants”), (ii) reward
Participants who make significant contributions to the
Corporation’s success, enabling them to share in this
success, (iii) provide the Corporation a means to attract,
motivate and retain key senior officers and (iv) qualify any
compensation paid under the Plan for tax deductibility under
Section 162(m) of the Internal Revenue Code of 1986, as
amended.
The Plan shall be administered by
the Compensation and Benefits Committee (the
“Committee”) of the Board of Directors (the
“Board”) of the Corporation. The Committee shall have
authority for selecting Participants and determining final award
amounts to be paid to Participants. Subject to the express
provisions of the Plan, the Committee shall be authorized to
interpret the Plan and to establish, amend and rescind any rules
and regulations relating to the Plan and to make all other
determinations deemed necessary or advisable for the proper
administration of the Plan. The determinations of the Committee in
the proper administration of the Plan shall be conclusive and
binding.
The Plan was originally effective as
of January 1, 1999 (the “Effective Date”), subject
to approval by the Corporation’s shareholders at the 1999
Annual Meeting of Shareholders, which was obtained. This amended
and restated Plan shall be effective July 15, 2008. The Plan
shall remain in effect until terminated by the Board.
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IV.
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Eligibility
and Participation
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Eligibility to participate in the
Plan shall be limited to any key officer of the Corporation at or
above the level of an executive vice president. Participants in the
Plan shall be selected annually by the Committee from those key
senior officers eligible to participate in the Plan.
The Corporation’s fiscal year
shall be the performance period. For each fiscal year, the
Plan’s performance objective (the “Performance
Objective”) and the corresponding Funding Opportunity
(described below) for each Participant shall be established with
reference to the Corporation’s consolidated net income as
determined in accordance with generally accepted accounting
principles and Section VI below.
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VI.
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Award
Funding Opportunity
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The Funding Opportunity for
Participants for each fiscal year shall be as follows:
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Position (if a Participant in any
fiscal year)
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Funding Opportunity
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(1) Chairman,
(2) Chief Executive Officer or
(3) Chairman and Chief
Executive
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