8-A12G/A

                                 FORM 8-A/A 
  
                     SECURITIES AND EXCHANGE COMMISSION 
  
                          Washington, D.C.  20549 
  
             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
                  PURSUANT TO SECTION 12(b) OR (g) OF THE 
                    SECURITIES EXCHANGE ACT OF 1934 
  
  
                      NORTHERN TRUST CORPORATION                 
           (Exact name of registrant as specified in its charter) 
  
    Delaware                                     36-2723087  
  (State of incorporation or organization)     (I.R.S. Employer
                                               Identification No.) 
  
  50 South LaSalle Street, Chicago, Illinois                    60675       
  (Address of principal executive offices)                   (Zip Code) 
  
 Securities to be registered pursuant to Section 12(b) of the Act: 
  
    Title of each class          Name of each exchange on which
    to be so registered          each class is to be registered
  
       None                            Not Applicable  

  
     If this form relates to the registration of a class of securities
 pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
 General Instruction A.(c), check the following box.  [  ] 
  
     If this form relates to the registration of a class of securities
 pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
 General Instruction A.(d), check the following box.  [  ] 
  
     Securities Act registration statement file number to which this form
 relates: _______ (if applicable) 
  
  
     Securities to be registered pursuant to Section 12(g) of the Act: 
  
                     Preferred Stock Purchase Rights   
                            (Title of class) 
  
                                                         
                            (Title of class) 
  
  

           This Form 8-A/A amends and restates the Registration Statement on
 Form 8-A dated October 27, 1989, filed by Northern Trust Corporation (the
 "Registrant") with respect to the Preferred Stock Purchase Rights (the
 "Rights") issued pursuant to the Rights Agreement dated as of October 17,
 1989 (the "Rights Agreement"), as amended by a First Amendment thereto
 dated September 17, 1997, a Second Amendment thereto dated November 18,
 1997, and a Third Amendment thereto dated July 21, 1998.   
  
 Item 1.  Description of Registrant's Securities to be Registered 
  
           On October 17, 1989 the Board of Directors of the Registrant
 declared a dividend distribution of one Right for each outstanding share of
 common stock of the Registrant (the "Common Stock").  The distribution was
 payable on October 31, 1989 to stockholders of record on that date. 
  
           Each Right initially entitled the holder, following a
 distribution of the Rights as described below, to buy one one-hundredth of
 a share of a new series of preferred stock of the Registrant, denominated
 "Series A Junior Participating Preferred Stock" at a price of $250 per one
 one-hundredth of a share, subject to adjustment (as a result of anti-
 dilution adjustments to date, each Right, if distributed, would be
 exercisable for one-sixth of one one-hundredth of a share of Series A
 Junior Participating Preferred Stock at an exercise price of $41.67 for
 each such fractional share).  The Rights will be represented by and traded
 with the Common Stock certificates and will not be exercisable or
 transferable apart from the Common Stock until the earlier of (i) twenty
 days after a public announcement that a person or group has acquired
 beneficial ownership of 15% or more of the Voting Power (such person or
 group being called an "Acquiring Person" and such date of first public
 announcement being called the "Stock Acquisition Date") or (ii) twenty days
 after a person or group commences, or announces it intends to commence, a
 tender or exchange offer, the consummation of which would give such person
 or group 25% or more of the Voting Power (the earlier of such days being
 called the "Distribution Date").  Descendants of company-founder Byron L.
 Smith and certain related trusts and other entities (or a group comprised
 solely of such persons) will not be deemed to be an Acquiring Person as
 long as all such persons beneficially own Common Stock or other securities
 of the Registrant representing less than 23% of the Voting Power.  Voting
 Power means the voting power of all securities of the Registrant then
 outstanding generally entitled to vote for the election of directors of the
 Registrant.  Separate certificates for the Rights will be mailed to holders
 of Common Stock as of the Distribution Date, and thereafter the separate
 Right certificates alone will evidence the Rights. 
  
           The Registrant's Series A Junior Participating Preferred Stock is
 a new series of preferred stock that is nonredeemable and that ranks junior
 to other series of Preferred Stock of the Registrant that are currently
 issued or may be issued in the future.  Each share of Series A Junior
 Participating Preferred Stock will be entitled to a minimum preferential
 quarterly dividend of $31 per share but will be entitled to an aggregate
 dividend equal to 100 times the dividend declared per share of Common
 Stock.  In the event of liquidation, each share of Series A Junior
 Participating Preferred Stock will be entitled to a minimum preferential
 liquidation payment of $25,000 per share but will be entitled to an
 aggregate payment of 100 times the payment made per share of Common Stock. 
 Each share of Series A Junior Participating Preferred Stock will have 100
 votes, voting together with the Common Stock.  Finally, in the event of any
 merger, consolidation or other transaction in which shares of Common Stock
 are exchanged, each share of Series A Junior Participating Preferred Stock
 will be entitled to receive 100 times the amount received per share of
 Common Stock.  These rights are protected by customary antidilution
 provisions.  Because of the nature of the Series A Junior Participating
 Preferred Stock's dividend, liquidation and voting rights, the value of one
 one-hundredth of a share of Series A Junior Participating Preferred Stock
 should approximate the value of one share of Registrant's Common Stock at
 the time of the execution of the Rights Agreement. 
  
           If, after October 17, 1989, any person becomes the beneficial
 owner of 25% or more of the Voting Power, the Rights will adjust so that,
 assuming the Rights are then exercisable, each Right (other than Rights
 held by an Acquiring Person which will become void) will entitle its holder
 to purchase, at the then current exercise price of the Right, that number
 of shares of Common Stock of the Registrant having, at the time of such
 transaction, a market value of two times the exercise price of the Right. 
 However, the Rights will not so adjust if the event causing the 25%
 ownership threshold to be crossed is a tender offer or exchange offer for
 all outstanding shares of Common Stock at a price and on terms determined
 by a majority of the members of the Board of Directors of the Registrant
 who are not officers of the Registrant and who are Continuing Directors (as
 defined below), after receiving advice from the Board's financial advisors,
 to be at a fair price and otherwise in the best interests of the Registrant
 and its stockholders (a "Fair Tender Offer"). 
  
           If the Registrant is the surviving corporation in a merger
 involving an Acquiring Person and the Common Stock is not changed or
 exchanged, or if an Acquiring Person engages in certain types of self-
 dealing transactions, each Right (other than Rights owned by the Acquiring
 Person which will become void), assuming it is then exercisable, will
 entitle its holder to purchase at the then current exercise price of the
 Right, that number of shares of Common Stock of the Registrant having, at
 the time of such transaction, a market value of two times the exercise
 price of the Right. 
  
           If, on or after the Stock Acquisition Date, the Registrant is
 acquired in a merger or other business combination or 50% or more of its
 assets or earning power is sold, each Right, assuming it is then
 exercisable, will entitle its holder to purchase, at the then current
 exercise price of the Right, that number of shares of Common Stock of the
 surviving company having, at the time of such transaction, a market value
 of two times the exercise price of the Right.  Notwithstanding the
 foregoing, the Rights will not be exercisable as set forth in this
 paragraph in the event of any such merger or other business combination in
 which the Acquiring Person acquired its shares pursuant to a Fair Tender
 Offer, provided that the price per share of Common Stock offered in the
 second-step transaction is not less than the price paid in the Fair Tender
 Offer and the form of consideration offered in the second-step transaction
 is the same as that paid in the Fair Tender Offer. 
  
           At any time after the Rights become exercisable for Common Stock,
 the Board of Directors of the Registrant may exchange the unexercised
 Rights (other than Rights owned by any Acquiring Person which have become
 void), in whole or in part, at an exchange ratio (as adjusted, the
 "Exchange Ratio") of one share of Common Stock, or one one-hundredth of a
 share of Series A Junior Participating Preferred Stock (or of a share of a
 class or series of Registrant's preferred stock having equivalent rights,
 preferences and privileges), per Right, subject to adjustment (as a result
 of anti-dilution adjustments to date, the Exchange Ratio currently is one-
 sixth of one share of Common Stock per Right).  Under certain
 circumstances, authorization of any such exchange must be by a majority of
 the Continuing Directors then in office. 
  
           At any time prior to the close of business on the twentieth day
 following the Stock Acquisition Date, the Registrant may redeem the Rights
 at a price of $.01 per Right (as adjusted, the "Redemption Price"; as a
 result of anti-dilution adjustments to date, the Redemption Price is
 currently $.00167); provided that if the Board of Directors of the
 Registrant authorizes redemption of the Rights under certain circumstances,
 there must be at least one Continuing Director and such authorization shall
 require the approval of a majority of the Continuing Directors then holding
 office.  After such redemption period has expired, the Registrant's right
 of redemption may be reinstated if an Acquiring Person reduces his
 beneficial ownership to securities representing 10% or less of the Voting
 Power and there is no other Acquiring Person.  Prior to the date on which
 the Rights become non-redeemable, the Registrant with the concurrence of a
 majority of the Continuing Directors, may extend the time in which the
 Rights may be redeemed.  Immediately upon the authorization of the
 redemption of the Rights by the Board of Directors of the Registrant, the
 Rights will terminate and the only right of the holders of Rights will be
 to receive the Redemption Price. 
  
           "Continuing Director" means a director who (i) either (a) was a
 member of the Board of Directors of the Registrant prior to October 31,
 1989, or (b) subsequently became a director of the Registrant and whose
 initial election or initial nomination for election subsequent to such date
 was approved by a vote of a majority of the Continuing Directors then on
 the Board of Directors of the Registrant, and (ii) is not an Acquiring
 Person or an affiliate or associate of an Acquiring Person or a
 representative of an Acquiring Person or any such affiliate or associate. 
  
           The Rights will expire on October 31, 1999, unless earlier
 exchanged or redeemed by the Registrant as described above.  Until a Right
 is exercised, the holder thereof will have no rights as a stockholder of
 the Registrant, including without limitation, the right to vote or receive
 dividends.  The original Rights Agent was Harris Trust and Savings Bank
 ("Harris Trust").  Effective as of November 10, 1997, Harris Trust was
 removed as Rights Agent under the Rights Agreement and Norwest Bank
 Minnesota, N.A. ("Norwest") was appointed to serve as successor Rights
 Agent thereunder. 
  
           So long as the Rights are attached to the Common Stock, the
 Registrant will issue one Right with each new share of Common Stock issued
 so that all such shares will have attached Rights.  No fractional shares
 will be issued, other than fractional shares of Series A Junior
 Participating Preferred Stock of the Registrant that are integral multiples
 of one one-hundredth of a share, and a cash payment will be made in lieu
 thereof based on the market price of the Preferred or Common Stock on the
 last trading day prior to the date of exercise. 
  
           The Board of Directors of the Registrant may amend the Rights
 Agreement.  After the Distribution Date, however, the Board of Directors of
 the Registrant may amend the Rights Agreement only to cure any ambiguity,
 to cure any defective or inconsistent provisions, to make changes with do
 not adversely affect the interest of the holders of the Rights (other than
 an Acquiring Person or an affiliate or associate of an Acquiring Person) or
 to shorten or lengthen any time period under the Rights Agreement; provided
 that no amendment to adjust the time period governing redemption may be
 made at any time when the Rights are not redeemable.  In addition, no
 supplement or amendment may be made which changes the Redemption Price, the
 final expiration date, the purchase price or the number of shares of Series
 A Junior Participating Preferred Stock for which a Right is exercisable,
 unless at the time of such supplement or amendment there is no Acquiring
 Person and such supplement or amendment does not adversely affect the
 interests of the holders of Rights certificates (other than an Acquiring
 Person or an affiliate or associate of an Acquiring Person). 
  
           The Rights Agreement between the Registrant and the Rights Agent
 specifying the terms of the Rights is included as Exhibit 1 to this
 Registration Statement and is incorporated herein by reference.  The
 foregoing description of the Rights is qualified by reference to such
 exhibit.  

           On September 17, 1997, the Registrant amended certain provisions
 of the Rights Agreement (the "First Amendment").  The First Amendment is
 included as Exhibit 2 to this Registration Statement and is incorporated
 herein by reference. 
  
           On November 18, 1997, the Registrant amended certain provisions
 of the Rights Agreement (the "Second Amendment").  The Second Amendment is
 included as Exhibit 3 to this Registration Statement and is incorporated
 herein by reference. 
  
           On July 21, 1998, the Board of Directors of the Registrant
 approved a third amendment (the "Third Amendment") to the Rights Agreement. 
 The Third Amendment provides for an automatic redemption of the Rights upon
 the earliest to occur of the following (each, an "Automatic Redemption
 Event"):  (i) any person becomes the beneficial owner of securities of the
 Registrant which in the aggregate represent 14% or more of the Voting
 Power, (ii) any person commences, or publicly announces its intent to
 commence, a tender or exchange offer if upon consummation thereof such
 person, together with all affiliates and associates of such person, would
 be the beneficial owner of securities of the Registrant which in the
 aggregate represent 15% or more of the Voting Power, (iii) any person makes
 by public announcement or by written communication that is or becomes the
 subject of a public announcement, or publicly announces its intent to make,
 a proposal to the Registrant or its stockholders for (1) a merger,
 consolidation or similar transaction involving the Registrant or any of its
 subsidiaries, (2) a purchase or other acquisition of all or a substantial
 portion of the assets or deposits of the Registrant and its subsidiaries or
 (3) a purchase or other acquisition of securities representing 15% or more
 of the Voting Power (any transaction of the type described in clauses (1),
 (2) and (3) above, an "Acquisition Transaction"), or  (iv) any person files
 an application or notice with the Board of Governors of the Federal Reserve
 System, or any other federal or state banking regulatory authority, which
 application or notice seeks approval to engage in any transaction
 constituting an Acquisition Transaction.  Effective immediately upon the
 occurrence of an Automatic Redemption Event, by action of the Board of
 Directors of the Registrant taken to approve the Third Amendment and
 without any further action on the part of or notice from the Board of
 Directors of the Registrant, the Rights will be redeemed and will
 terminate, and thereafter, the only right of holders of the Rights will be
 to receive the redemption price set forth in the Rights Agreement. 
   
           The Third Amendment is filed herewith as Exhibit 4 and is
 incorporated herein by reference.  The foregoing description of the Third
 Amendment does not purport to be complete and is qualified in its entirety
 by reference to the full text thereof. 

 ITEM 2.   EXHIBITS 
  
           The following exhibits are filed as a part of this Registration
 Statement. 
  
 Exhibit No.             Description 
  
   1            Rights Agreement, dated as of October 17, 1989, between
                Northern Trust Corporation and Harris Trust and Savings
                Bank (incorporated by reference to Exhibit 1 to the
                Registrant's Registration Statement on Form 8-A dated
                October 27, 1989)
  
   2            First Amendment to Rights Agreement, dated as of September
                17, 1997, between Northern Trust Corporation and Harris
                Trust and Savings Bank (incorporated by reference to
                Exhibit 10(i) to the Registrant's Quarterly Report on Form
                10-Q for the quarter ended September 30, 1997)
  
   3            Second Amendment to Rights Agreement, dated as of
                November 18, 1997, between Northern Trust Corporation and
                Norwest Bank Minnesota, N.A. (incorporated by reference to
                Exhibit 10(xiv)(2) to the Registrant's Annual Report on
                Form 10-K for the year ended December 31, 1997)
  
   4            Third Amendment to Rights Agreement, dated as of July 21,
                1998, between Northern Trust Corporation and Norwest Bank
                Minnesota, N.A.


                                 SIGNATURE 
  
           Pursuant to the requirements of Section 12 of the Securities
 Exchange Act of 1934, the registrant has duly caused this registration
 statement to be signed on its behalf by the undersigned, thereto duly
 authorized. 
  
  
                          NORTHERN TRUST CORPORATION 
  
  
                          By: /s/ Perry R. Pero
                              ---------------------------------------
                              Name:   Perry R. Pero
                              Title:  Senior Executive Vice President
                              
  
  
 Dated:  July 24, 1998 


                                  EXHIBIT INDEX

 1              Rights Agreement, dated as of October 17, 1989, between
                Northern Trust Corporation and Harris Trust and Savings Bank
                (incorporated by reference to Exhibit 1 to the Registrant's
                Registration Statement on Form 8-A dated October 27, 1989) 
  
 2              First Amendment to Rights Agreement, dated as of
                September 17, 1997, between Northern Trust Corporation and
                Harris Trust and Savings Bank (incorporated by reference to
                Exhibit 10(i) to the Registrant's Quarterly Report on Form
                10-Q for the quarter ended September 30, 1997) 
  
 3              Second Amendment to Rights Agreement, dated as of November
                18, 1997, between Northern Trust Corporation and Norwest
                Bank Minnesota, N.A. (incorporated by reference to Exhibit
                10(xiv)(2) to the Registrant's Annual Report on Form 10-K
                for the year ended December 31, 1997) 
  
 4              Third Amendment to Rights Agreement, dated as of July 21,
                1998, between Northern Trust Corporation and Norwest Bank
                Minnesota, N.A. 

EX-99

                    THIRD AMENDMENT TO RIGHTS AGREEMENT 
  
           Third Amendment to Rights Agreement (this "Amendment") entered
 into as of this 21st day of July, 1998, by and between Northern Trust
 Corporation, a Delaware corporation (the "Company"), and Norwest Bank
 Minnesota, N.A., a national banking association, as Rights Agent (the
 "Rights Agent"). 
  
           The Company entered into a Rights Agreement with Harris Trust and
 Savings Bank (the "Original Rights Agent") dated as of October 17, 1989, as
 amended by a First Amendment thereto, dated as of September 17, 1997, and a
 Second Amendment thereto, dated as of November 18, 1997 (as so amended, the
 "Rights Agreement").  Capitalized terms used and not defined in this
 Amendment have the meanings set forth in the Rights Agreement. 
  
           Effective November 10, 1997, the Rights Agent was appointed as
 successor to the Original Rights Agent in accordance with Section 21 of the
 Rights Agreement. 
  
           The parties desire to amend the Rights Agreement in accordance
 with Section 27 of the Rights Agreement to provide for automatic redemption
 of the Rights under certain limited circumstances as authorized by the
 Board of Directors of the Company on the date hereof. 
  
           In consideration of the foregoing and for other good and valuable
 consideration (the receipt and sufficiency of which are hereby
 acknowledged), the Company and the Rights Agent hereby agree as follows. 
  
 1.   Section 23 of the Rights Agreement is hereby amended in its entirety
      to read as follows:
  
           (a)  The Board of Directors of the Company may, at its option, at 
      any time prior to the earliest to occur of (i) the date on which an
      Automatic Redemption Event (as defined below) occurs pursuant to
      paragraph (c) of this Section 23, (ii) the close of business on the
      twentieth day after the Stock Acquisition Date or (iii) the Final
      Expiration Date, redeem all but not less than all the then outstanding
      Rights at a redemption price of $.01 per Right, as such amount may be
      appropriately adjusted to reflect any stock split, stock dividend or
      similar transaction occurring after the date hereof (such redemption
      price being hereafter referred to as the "Redemption Price");
      provided,  however, that if the Board of Directors of the Company
      authorizes redemption of the Rights pursuant to this paragraph (a) in
      either of the circumstances set forth in clauses (A) and (B) below,
      there must be at least one Continuing Director and such authorization
      shall require the approval of a majority of the Continuing Directors
      then holding office:  (A) such authorization occurs on or after the
      Stock Acquisition Date; or (B) such authorization occurs on or after
      the date of a change (resulting from a proxy or consent solicitation)
      in a majority of the directors in office at the commencement of such
      solicitation if any Person who is a participant in such solicitation
      has stated that such Person (or any of its Affiliates or Associates)
      intends to take or may consider taking, or if a majority of the Board
      of Directors of the Company has determined in good faith that such
      Person (or any of its Affiliates or Associates) intends or is likely
      to take, any action which would result in such Person becoming an
      Acquiring Person or which would cause the occurrence of any
      transaction set forth in Section 11(a) (ii) or Section 13(a) hereof,
      unless concurrent with such solicitation such Person (or one or more
      of its Affiliates or Associates) is making a cash tender offer
      pursuant to a Tender Offer Statement on Schedule 14D-1 (or any
      successor form) filed with the Securities and Exchange Commission for
      all outstanding shares of Common Stock of the type excepted from the
      provisions of Section 11(a) (ii) (B) hereof; provided further, that
      if, following the occurrence of a Stock Acquisition Date and following
      the expiration of the right of redemption hereunder but prior to the
      occurrence of any transaction set forth in Section 11(a) (ii) or
      Section 13(a) hereof, (x) a Person who is an Acquiring Person shall
      have transferred or otherwise disposed of a number of shares of Common
      Stock in one transaction or series of transactions, not directly or
      indirectly involving the Company or any of its subsidiaries, which did
      not result in the occurrence of a transaction set forth in Section
      11(a)(ii) or Section 13(a) hereof such that such Person is thereafter
      a Beneficial Owner of shares of Common Stock and/or other securities
      representing 10% or less of the Voting Power and (y) there are no
      other Persons immediately following the occurrence of the event
      described in clause (x) who are Acquiring Persons, then the right of
      redemption shall be reinstated and thereafter be subject to the
      provisions of this Section 23. 
  
           (b)  Immediately upon the action of the Board of Directors of the 
      Company ordering the redemption of the Rights pursuant to paragraph
      (a) of this Section 23, and without any further action and without any
      notice, the Rights will terminate, and the only right thereafter of
      the holders of Rights shall be to receive the Redemption Price.  
      Within ten business days after the action of the Board of Directors
      ordering the redemption of the Rights pursuant to paragraph (a) of
      this Section 23, the Company shall give notice of such redemption to
      the holders of the then outstanding Rights by mailing such notice to
      all such holders at their last addresses as they appear upon the
      registry books of the Rights Agent or, prior to the Distribution Date,
      on the registry books of the transfer agent for the Common Stock 
  
           (c)  Notwithstanding anything contained in this Agreement to the 
      contrary, in the event that an Automatic Redemption Event occurs at
      any time prior to the earliest to occur of (i) the date on which the
      Board of Directors of the Company authorizes redemption of the Rights
      pursuant to paragraph (a) of this Section 23, (ii) the close of
      business on the twentieth day after the Stock Acquisition Date or
      (iii) the Final Expiration Date, then effective immediately upon the
      occurrence of such Automatic Redemption Event, by action of the Board
      of Directors of the Company taken to approve the inclusion of this
      paragraph (c) in Section 23 of the Agreement and without any further
      action on the part of or notice from the Board of Directors of the
      Company, the Rights shall be redeemed and shall terminate, and
      thereafter, the only right of the holders of Rights shall be to
      receive the Redemption Price.   Each of the following shall be an
      "Automatic Redemption Event": 
  
                (A) any Person (other than the Company or any of its
      subsidiaries or any employee benefit plan of the Company or of any
      subsidiary of the Company or any Person appointed as trustee by the
      Company or such subsidiary pursuant to the terms of any such plan in
      such Person's capacity as trustee) becomes the Beneficial Owner of
      securities of the Company which in the aggregate represent 14% or more
      of the Voting Power; 
  
                (B) any Person (other than the Company or any of its
      subsidiaries or any employee benefit plan of the Company or of any
      subsidiary of the Company or any Person appointed as trustee by the
      Company or such subsidiary pursuant to the terms of any such plan in
      such Person's capacity as trustee) commences, or publicly announces
      its intent to commence, a tender or exchange offer if upon
      consummation thereof such Person, together with all Affiliates and
      Associates of such Person, would be the Beneficial Owner of securities
      of the Company which in the aggregate represent 15% or more of the
      Voting Power; 
  
                (C) any Person makes by public announcement or by written
      communication that is or becomes the subject of a public announcement,
      or publicly announces its intent to make, a bona fide proposal to the
      Company or its stockholders for (1) a merger, consolidation or similar
      transaction involving the Company or any of its subsidiaries, (2) a
      purchase or other acquisition of all or a substantial portion of the
      assets or deposits of the Company and its Subsidiaries or (3) a
      purchase or other acquisition of securities representing 15% or more
      of the Voting Power (any transaction of the type described in clauses
      (1), (2) or (3) of this paragraph (C), an "Acquisition Transaction");
      or 
  
                (D) any Person files an application or notice with the Board
      of Governors of the Federal Reserve System, or any other federal or
      state banking regulatory authority, which application or notice seeks
      approval to engage in any transaction constituting an Acquisition
      Transaction. 
  
           (d)  Within ten business days after the Company becomes aware of
      the occurrence of an Automatic Redemption Event, the Company shall
      give notice of the redemption of the Rights to the holders of the then
      outstanding Rights by mailing such notice to all such holders at their
      last addresses as they appear upon the registry books of the Rights
      Agent or, prior to the Distribution Date, on the registry books of the
      transfer agent for the Common Stock. 
            
           (e)  Any notice of redemption which is mailed in the manner 
      provided in this Section 23 shall be deemed given, whether or not the
      holder receives the notice.  Such notice of redemption shall state the
      method by which the payment of the Redemption Price will be made. 
      Neither the Company nor any of its Affiliates or Associates may
      redeem, acquire or purchase for value any Rights at any time  in any
      manner other than that specifically set forth in this Section 23 and
      other than in connection with the purchase or repurchase by any of
      them of Common Stock prior to the Distribution Date.  Moreover,
      notwithstanding anything contained in this Agreement to the contrary,
      the Rights shall not be exercisable after the first occurrence of a
      transaction set forth in Section 11(a) (ii) hereof until such time as
      the Company's right of redemption hereunder has expired. 
  
 2.   The term "Agreement" as used in the Rights Agreement shall be deemed
      to refer to the Rights Agreement as amended hereby, and all references
      to the Rights Agreement shall be deemed to include this Amendment.
  
 3.   This Amendment shall be effective as of the date first written above,
      and except as set forth herein, the Rights Agreement shall remain in
      full force and effect and otherwise shall be unaffected hereby.
  
 4.   This Amendment may be executed in two or more counterparts, each of
      which shall be deemed an original but all of which together shall
      constitute one and the same instrument.
  
           The parties hereto have caused this Amendment to be duly executed
 as of the date first written above. 
  
  
 Attest:                                NORTHERN TRUST CORPORATION 
  

 /s/ Rose A. Ellis                      By /s/ Perry R. Pero
 ----------------------------              -------------------------------
 Name:  Rose A. Ellis                      Name:  Perry R. Pero
 Title: Secretary                          Title: Senior Executive Vice
                                                    President
  
  
 Attest:                                NORWEST BANK MINNESOTA, N.A. 
  

 /s/ Barbara M. Novak                   By /s/ Susan J. Roeder
 ---------------------------               -------------------------------
 Name:  Barbara M. Novak                   Name:  Susan J. Roeder
 Title: Assistant Secretary                Title: Assistant Vice President