Exhibit 4.11
TRUST AGREEMENT
OF
NTC CAPITAL IV
THIS TRUST AGREEMENT is made as of May 19, 2003 (this "Trust
Agreement"), by and among Northern Trust Corporation, a Delaware corporation, as
depositor (the "Depositor"), and Bank One Delaware, Inc., a Delaware
corporation, as trustee (the "Delaware Trustee"), Bank One Trust Company,
National Association, a national banking corporation, as trustee (the "Property
Trustee"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as trustee (jointly, with the Delaware
Trustee and the Property Trustee, the "Trustees"). The Depositor and the
Trustees hereby agree as follows:
1. The trust created hereby shall be known as "NTC Capital IV" (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
▇▇▇ 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.
It is the intention of the parties hereto that the Trust created hereby
constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code,
12 Del. C. (S) 3801, et seq. (the "Statutory 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 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, the Trustees shall not
have any duty or obligation hereunder or with respect to 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, as the sponsor of the Trust, is hereby authorized
and directed (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 Nasdaq 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 Nasdaq 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 Nasdaq 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 Bank
One Delaware, Inc. and Bank One Trust Company, National Association, in their
capacities as trustees 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 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as his/her 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 in 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/her
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 three 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 Statutory 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. Bank One Delaware, Inc., in its capacity as a trustee of the Trust,
shall not have any of the powers and duties of the Trustee set forth herein and
shall be a trustee of the Trust for the sole purpose of satisfying the
requirements of Section 3807(a) of the Statutory Trust Act.
8. The Depositor hereby agrees to (i) reimburse the Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts) and (ii) indemnify, defend and hold harmless the Trustees and any of
the officers, directors, employees and agents of the Trustees (the "Indemnified
Persons") from and against any and all losses, damages, liabilities, claims,
actions, suits, costs, expenses, disbursements (including the reasonable fess
and expenses of counsel), taxes and penalties of any kind and nature whatsoever
(collectively, the "Expenses"), to the extent that such Expenses arise out of,
or are imposed upon, or are asserted at any time against, such Indemnified
Persons with respect to the performance of this Trust Agreement, the creation,
operation or termination of the Trust or the transactions contemplated hereby;
provided, however, that the Depositor shall not be required to indemnify any
Indemnified Person for any Expenses which are a result of the willful
misconduct, bad faith or negligence of such Indemnified Person.
9. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
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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/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice Chairman and Chief
Financial Officer
BANK ONE DELAWARE, INC., not in its individual
capacity but solely as Delaware Trustee of the Trust
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Counsel
BANK ONE TRUST COMPANY, National Association
not in its individual capacity but solely as
Property Trustee of the Trust
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Counsel
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, not in his individual capacity
but solely as trustee of the Trust