Instrument of Removal and Appointment for NTC Capital III



 EXHIBIT 4.17 
 INSTRUMENT OF 
 REMOVAL AND APPOINTMENT OF DELAWARE TRUSTEE AND 
 PROPERTY TRUSTEE 
 This Instrument
of Removal and Appointment of Delaware Trustee and Property Trustee, effective as of July 31, 2008, is entered into by and among Northern Trust Corporation (the “Depositor”), BNY Mellon Trust of Delaware (the “Successor
Delaware Trustee”) and The Bank of New York Mellon Trust Company, N.A. (the “Successor Property Trustee”). The parties hereto hereby agree as follows: 
 W I T N E S S E T H: 
 WHEREAS, NTC Capital III was formed as a Delaware statutory trust on
December 27, 1996 (the “Trust”), and is governed by the Amended and Restated Trust Agreement of the Trust, dated as of May 19, 2003 (the “Trust Agreement”); 
 WHEREAS, Bank One Delaware, Inc. (“Bank One”), is the current Delaware Trustee of the Trust; 
 WHEREAS, JPMorgan Chase Bank, National Association, as successor to Bank One Trust Company, National Association, is the current Property Trustee
of the Trust (the “Former Property Trustee”); 
 WHEREAS, pursuant to Section 6 of the Trust Agreement, the Depositor
is entitled to appoint or remove without cause any trustee of the Trust at any time; 
 WHEREAS, the Depositor desires to remove Bank
One as the Delaware Trustee of the Trust, and the Former Property Trustee as the Property Trustee of the Trust; 
 WHEREAS, the
Depositor desires to appoint the Successor Delaware Trustee as the Delaware Trustee of the Trust, and the Successor Property Trustee as the Property Trustee of the Trust, and each of the Successor Delaware Trustee and the Successor Property Trustee
desires to accept its appointment. 
 NOW, THEREFORE, the parties hereto hereby agree as follows: 
 Section 1. Capitalized terms used herein and not defined herein shall have the respective meanings given such terms in the Trust Agreement.

 Section 2. The Depositor hereby removes Bank One, with immediate effect, as Delaware Trustee of the Trust, and the Former
Property Trustee as Property Trustee of the Trust. 
 Section 3. The Depositor hereby appoints the Successor Delaware Trustee as
the Delaware Trustee of the Trust, and the Successor Property Trustee as the Property Trustee of the Trust. The Successor Delaware Trustee and the Successor Property Trustee each hereby accepts, with immediate effect, its appointment. Pursuant to
such appointments, each of the Successor Delaware Trustee 

  

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and the Successor Property Trustee shall have all of the rights, powers, trusts, privileges, duties and obligations of the Delaware Trustee or the Property
Trustee, as applicable, under the Trust Agreement, and hereby agrees to be bound by the terms of the Trust Agreement. 
 Section 4.
The parties hereto agree that the Successor Delaware Trustee shall have no liability arising out of any breach by Bank One in the performance or non-performance of any of its duties as Delaware Trustee under the Trust Agreement and that Bank One
shall have no liability arising out of any breach by the Successor Delaware Trustee in the performance or non-performance of any of its duties as Delaware Trustee under the Trust Agreement. 
 Section 5. The parties hereto agree that the Successor Property Trustee shall have no liability arising out of any breach by the Former
Property Trustee in the performance or non-performance of any of its duties as Property Trustee under the Trust Agreement and that the Former Property Trustee shall have no liability arising out of any breach by the Successor Property Trustee in the
performance or non-performance of any of its duties as Property Trustee under the Trust Agreement. 
 Section 6. This
Instrument of Removal and Appointment of Delaware Trustee and Property Trustee may be executed in one or more counterparts. 
 Section 7. This Instrument of Removal and Appointment of Delaware Trustee and Property Trustee shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws
principles). 
 [SIGNATURES APPEAR ON FOLLOWING PAGE] 
  


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 IN WITNESS WHEREOF, the parties hereto have caused this Instrument of Removal and Appointment of
Delaware Trustee and Property Trustee to be duly executed as of the day and year first above written. 
  

			
	NORTHERN TRUST CORPORATION
		
	By:	 	 /s/ William R. Dodds, Jr.

	Name:	 	William R. Dodds, Jr.
	Title:	 	Executive Vice President and Treasurer
	
	BNY MELLON TRUST OF DELAWARE
		
	By:	 	/s/ Kristine K. Gullo
	Name:	 	  
 Kristine K. Gullo

	Title:	 	Vice President
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
		
	By:	 	 /s/ Janice Ott Rotunno

	Name:	 	 Janice Ott Rotunno

	Title:	 	Vice President


  

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