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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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                                    FORM 11-K

[Mark One]

|X|  ANNUAL REPORT Pursuant to Section 15(d) 1934 For the fiscal year ended
     December 31, 2001.

                                       OR

|_|  TRANSITION REPORT Pursuant to Section 15(d) of the Securities Exchange Act
     of 1934 For the Transition Period from __________ to __________ Commission
     File Number 0-5965.

A.   Full Title of Plan:

THE NORTHERN TRUST COMPANY THRIFT-INCENTIVE PLAN

B.   Name of Issuer of securities held pursuant to the plan and the address of
     its principal executive office:

                           Northern Trust Corporation
                             50 South LaSalle Street
                             Chicago, Illinois 60675

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Financial Statements and Exhibits

The following financial statements and schedules are filed as part of this
annual report:

     1.   An audited statement of financial condition as of the end of the
          latest two fiscal years of The Northern Trust Company Thrift Incentive
          Plan.

     2.   An audited statement of income and changes in Plan equity for each of
          the latest three fiscal years of The Northern Trust Company Thrift-
          Incentive Plan.

Those financial statements and schedules are incorporated by reference in the
Form S-8 Registration Statement under the Securities Act of 1933, The Northern
Trust Company Thrift-Incentive Plan, Registration No.333-58784.

All other documents relating to TIP have previously been filed with the
Securities and Exchange Commission in Washington, D.C. with Form S-8
Registration Statement, The Northern Trust Company Thrift-Incentive Plan,
Registration No.333-58784.

                                    Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Benefit Administrative Committee which is the plan administrator for
TIP has caused this annual report to be signed by the undersigned thereunder
duly authorized.

                                        THE NORTHERN TRUST COMPANY
                                               THRIFT-INCENTIVE PLAN


Date: June 27, 2002                            By  /s/ MARTIN J. JOYCE, JR.
                                                   Chairperson, Employee Benefit
                                                        Administrative Committee



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                    Report of Independent Public Accountants

To The Northern Trust Company Employee Benefit Administrative Committee:

We have audited the accompanying statements of net assets available for benefits
of THE NORTHERN TRUST COMPANY THRIFT-INCENTIVE PLAN as of December 31, 2001 and
2000 and the related statements of changes in net assets available for benefits
for each of the three years in the period ended December 31, 2001. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2001 and 2000 and the changes in net assets available for benefits
for each of the three years in the period ended December 31, 2001 in conformity
with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of investments
at December 31, 2001 and reportable transactions for the year ended December 31,
2001 are presented for purposes of aditional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.

                                                       /s/ HILL, TAYLOR LLC

April 12, 2002

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                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
report dated April 12, 2002 into this Form 11-K and to incorporation by
reference of such report and the plan annual financial statements prepared in
connection therewith in Form S-8, No.333-58784, previously filed by Northern
Trust Corporation.

                                                          /s/ HILL, TAYLOR LLC




Chicago, Illinois
June 27, 2002

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