-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P8vWR9KEK/fjkdgODIU12+UU+xep2H0IPk797uChjccgX7K06oOPiyzJ+KuKCUTD Omukj65DK6xOVSsBj9p0yg== 0000895813-97-000109.txt : 19970417 0000895813-97-000109.hdr.sgml : 19970417 ACCESSION NUMBER: 0000895813-97-000109 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 17 FILED AS OF DATE: 19970416 EFFECTIVENESS DATE: 19970416 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN TRUST CORP CENTRAL INDEX KEY: 0000073124 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 362723087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25283 FILM NUMBER: 97582021 BUSINESS ADDRESS: STREET 1: 50 S LA SALLE ST CITY: CHICAGO STATE: IL ZIP: 60675 BUSINESS PHONE: 3126306000 FORMER COMPANY: FORMER CONFORMED NAME: NORTRUST CORP DATE OF NAME CHANGE: 19780525 S-8 1 As filed with the Securities and Exchange Commission on April 16, 1997 Registration No. 333- ====================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-8 Registration Statement under The Securities Act of 1933 --------------------- NORTHERN TRUST CORPORATION (Exact name of registrant as specified in its charter) Delaware 36-2723087 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Fifty South LaSalle Street Chicago, Illinois 60675 (Address of principal executive offices, including zip code) NORTHERN TRUST CORPORATION AMENDED 1992 INCENTIVE STOCK PLAN (Full title of the plan) Peter L. Rossiter Executive Vice President, General Counsel and Secretary Fifty South LaSalle Street Chicago, Illinois 60675 (Name and address of agent for service) (312) 444-3716 (Telephone number, including area code, of agent for service) ------------------------
CALCULATION OF REGISTRATION FEE Proposed Proposed Amount maximum maximum Title of Securities to be Registered to be offering aggregate Amount of registered price offering price registration fee per share Common Stock, $1.66 2/3 par value per 8,500,000 $38.34375(1) $325,921,875(1) $98,764.20(1) share (including associated Preferred shares Stock Purchase Rights) (1) Computed on the basis of the average of the high and low sales prices of the Common Stock reported on The Nasdaq Stock Market on April 11, 1997 pursuant to Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the amount of the registration fee.
2 GENERAL INSTRUCTIONS E. Registration of Additional Securities The contents of the registration statement on Form S-8 (File No. 33-47597) filed by the Registrant with the Securities and Exchange Commission on April 30, 1992 registering shares of its Common Stock, $1.66 2/3 par value per share, issuable pursuant to the Northern Trust Corporation 1992 Incentive Stock Plan, are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT All information required in this registration statement not included below or in the exhibits attached hereto or set forth on the signature page is set forth in the registration statement of the Registrant on Form S-8 (File No. 33-47597), which is incorporated herein by reference. Item 5. Interests of Named Experts and Counsel. Peter L. Rossiter, Executive Vice President, General Counsel and Secretary of the Registrant, has furnished the opinion attached as Exhibit 5 to this registration statement with respect to the validity of the securities being registered hereunder. As of April 1, 1997, Mr. Rossiter beneficially owned 105,897 shares of Common Stock of the Registrant, which includes 98,970 shares issuable pursuant to stock options exercisable within the next 60 days. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law and Article Eighth of the Corporation s Restated Certificate of Incorporation provide for indemnification of the Corporation s directors and officers in a variety of circumstances, which may include liabilities under the Securities Act of 1933, as amended (the "1933 Act"). The general effect of these provisions is to provide that the Corporation shall indemnify its directors and officers against all liabilities and expenses reasonably incurred in connection with the defense or settlement of any judicial or administrative proceedings in which they become involved by reason of their status as corporate directors or officers, if they acted in good faith and in the reasonable belief that their conduct was neither unlawful (in the case of criminal proceedings) nor inconsistent with the best interests of the Corporation. With respect to legal proceedings by or in the right of the Corporation in which a director or officer is adjudged liable for improper performance of his duty to the Corporation, indemnification is limited by such provisions to that amount which is permitted by the court. In addition, the Corporation has purchased insurance as 3 permitted by Delaware law on behalf of directors, officers, employees or agents, which may cover liabilities under the 1933 Act, and the Corporation has entered into insurance maintenance agreements with its directors under which the Corporation is obligated to maintain insurance coverage for directors at certain levels for specified periods. Item 8. Exhibits. The Exhibits filed herewith are set forth on the Exhibit Index filed as part of this registration statement. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the 1933 Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are incorporated by reference in the registration statement. 4 (2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 5 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S- 8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 1997. NORTHERN TRUST CORPORATION (Registrant) By: /s/ Perry R. Pero ------------------------------- Perry R. Pero Senior Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date William A. Osborn* Chairman and Chief Executive Officer April 15, 1997 ------------------------------- William A. Osborn /s/ Perry R. Pero Senior Executive Vice President and April 15, 1997 ------------------------------- Chief Financial Officer Perry R. Pero /s/ Harry W. Short Senior Vice President and Controller (Chief April 15, 1997 ------------------------------- Accounting Officer) Harry W. Short Duane L. Burnham* Director April 15, 1997 ------------------------------- Duane L. Burnham Dolores E. Cross* Director April 15, 1997 ------------------------------- Dolores E. Cross 6 Signature Title Date Susan Crown* ------------------------------- Director April 15, 1997 Susan Crown Robert S. Hamada* ------------------------------- Director April 15, 1997 Robert S. Hamada Barry G. Hastings* Director April 15, 1997 ------------------------------- Barry G. Hastings Robert A. Helman* Director April 15, 1997 ------------------------------- Robert A. Helman Arthur L. Kelly* Director April 15, 1997 ------------------------------- Arthur L. Kelly Frederick A. Krehbiel* Director April 15, 1997 ------------------------------- Frederick A. Krehbiel William G. Mitchell* Director April 15, 1997 ------------------------------- William G. Mitchell Edward J. Mooney* Director April 15, 1997 ------------------------------- Edward J. Mooney Harold B. Smith* Director April 15, 1997 ------------------------------ Harold B. Smith William D. Smithburg* Director April 15, 1997 ------------------------------ William D. Smithburg 7 Signature Title Date Bide L. Thomas* Director April 15, 1997 ------------------------------ Bide L. Thomas *By /s/ Perry R. Pero ---------------------- Perry R. Pero Attorney-in-Fact (Pursuant to Powers of Attorney filed as Exhibits to this Registration Statement)
8 EXHIBIT INDEX Exhibit Number Description 4.1 Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3(i) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996) 4.2 By-laws, as amended (Incorporated by reference to Exhibit 3(ii) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 1996) 5 Opinion of Counsel 23.1 Consent of Counsel (Contained in its opinion filed as Exhibit 5) 23.2 Consent of Independent Public Accountants 24 Powers of Attorney EX-5 2 Exhibit 5 April 15, 1997 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549-1004 Re: Northern Trust Corporation - Registration Statement on Form S-8 Ladies and Gentlemen: I am Executive Vice President, General Counsel and Secretary of Northern Trust Corporation, a Delaware corporation (the "Corporation"), and have served in that capacity in connection with the Corporation s filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the registration of an additional 8,500,000 shares of the Corporation s common stock, $1.66 2/3 par value per share, including the associated Preferred Stock Purchase Rights (collectively, the "Stock"), issuable pursuant to the Northern Trust Corporation Amended 1992 Incentive Stock Plan (the "Plan"). In that connection, I have examined such documents and have made such factual and legal investigations as I have deemed necessary or appropriate for the purpose of this opinion. Based upon the foregoing, it is my opinion that those shares of Stock covered by the Registration Statement that are issued in accordance with the terms of the Plan will be legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, By: /s/ Peter L. Rossiter ----------------------------- Peter L. Rossiter Executive Vice President, General Counsel and Secretary EX-23 3 Exhibit 23.2 ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 21, 1997, included in the Northern Trust Corporation s Form 10-K for the year ended December 31, 1996, and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ------------------------ Chicago, Illinois April 15, 1997 EX-24 4 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, William A. Osborn, hereby constitute and appoint Barry G. Hastings, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ William A. Osborn -------------------------------- William A. Osborn EX-24 5 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, Duane L. Burnham, hereby constitute and appoint William A. Osborn, Barry G. Hastings, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ Duane L. Burnham -------------------------------- Duane L. Burnham EX-24 6 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, Dolores E. Cross, hereby constitute and appoint William A. Osborn, Barry G. Hastings, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ Dolores E. Cross -------------------------------- Dolores E. Cross EX-24 7 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, Susan Crown, hereby constitute and appoint William A. Osborn, Barry G. Hastings, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ Susan Crown -------------------------------- Susan Crown EX-24 8 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert S. Hamada, hereby constitute and appoint William A. Osborn, Barry G. Hastings, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ Robert S. Hamada -------------------------------- Robert S. Hamada EX-24 9 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, Barry G. Hastings, hereby constitute and appoint William A. Osborn, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ Barry G. Hastings -------------------------------- Barry G. Hastings EX-24 10 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, Robert A. Helman, hereby constitute and appoint William A. Osborn, Barry G. Hastings, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ Robert A. Helman -------------------------------- Robert A. Helman EX-24 11 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, Arthur L. Kelly, hereby constitute and appoint William A. Osborn, Barry G. Hastings, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ Arthur L. Kelly -------------------------------- Arthur L. Kelly EX-24 12 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, Frederick A. Krehbiel, hereby constitute and appoint William A. Osborn, Barry G. Hastings, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ Frederick A. Krehbiel -------------------------------- Frederick A. Krehbiel EX-24 13 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, William G. Mitchell, hereby constitute and appoint William A. Osborn, Barry G. Hastings, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ William G. Mitchell -------------------------------- William G. Mitchell EX-24 14 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, Edward J. Mooney, hereby constitute and appoint William A. Osborn, Barry G. Hastings, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ Edward J. Mooney -------------------------------- Edward J. Mooney EX-24 15 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, Harold B. Smith, hereby constitute and appoint William A. Osborn, Barry G. Hastings, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ Harold B. Smith -------------------------------- Harold B. Smith EX-24 16 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, William D. Smithburg, hereby constitute and appoint William A. Osborn, Barry G. Hastings, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ William D. Smithburg -------------------------------- William D. Smithburg EX-24 17 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT I, Bide L. Thomas, hereby constitute and appoint William A. Osborn, Barry G. Hastings, Perry R. Pero and Harry W. Short, or any of them, my true and lawful attorneys and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, to execute in my name and on my behalf, in all capacities as a Director of Northern Trust Corporation (the "Corporation"), a Registration Statement on Form S-8 and any amendments thereto (including, without limitation, post-effective amendments) to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of shares of common stock (including associated Preferred Stock Purchase Rights) under the Northern Trust Corporation Amended 1992 Incentive Stock Plan. I hereby ratify and confirm all that said attorneys, or any of them, have done or shall lawfully do by virtue of this Power of Attorney. WITNESS my hand this 15th day of April, 1997. /s/ Bide L. Thomas ----------------------------------- Bide L. Thomas -----END PRIVACY-ENHANCED MESSAGE-----